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7th Annual Report 2008 - 2009

MAN INFRACONSTRUCTION LIMITEDB U I L D I N G O N S T R E N G T H

C R E A T I N G V A L U E A B L E V A L U E

CM

CM

PageNo.

Company Information ..................................................................... 1

Directors Report .............................................................................. 2-5

Auditors’ Report .............................................................................. 6-9

Balance Sheet ................................................................................... 10

Profit & Loss Account ...................................................................... 11

Cash Flow Statement ....................................................................... 12-13

Schedule to Accounts ....................................................................... 14-22

Accounting Policies and Notes to Accounts..................................... 23-36

Subsidiary Company ......................................................................... 37-80

Consolidated Financial Statements .................................................. 81-103

Attendance Slip and Proxy Form

C o N t e N t s

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MAN INFRACONSTRUCTION LIMITED

Board of Directors:

Parag K. Shah (Managing Director)

Suketu R. Shah (Executive Director)

Pramod Chaudhari

Sivaramakrishnan S. Iyer

Dharmesh R. Shah

Rajiv Maliwal

Rahul Raisurana

Auditors:

G. M. Kapadia & Co.

Chartered Accountants

Bankers:

Bank of Baroda

Corporation Bank

Standard Chartered Bank

ICICI Bank Ltd.

Solicitors:

J. Sagar Associates

Company Secretary:

Durgesh S. Dingankar

Registrars & Share Transfer Agents:

Link Intime India Private Limited

C - 13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup,

Mumbai - 400 078

Registered office:

12th Floor, Krushal Commercial Complex,

Above Shopper’s Stop, G. M. Road,

Chembur (West), Mumbai – 400 089

7th Annual Report 2008-09

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DIRECTORS’ REPORTTO THE MEMBERS

Your Directors have pleasure in presenting the Seventh Annual Report on the operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

Particulars2008-09

(Rs.)2007-08

(Rs.)

Work Done /Professional Fees 5,283,519,572 2,342,746,574Profit before depreciation and tax 1,307,272,332 533,306,308Less: Depreciation 150,762,301 54,978,817Profit before Tax 1,156,510,031 478,327,491Less: Income Tax 402,100,646 158,398,863

Deferred Tax 14,265,341 -Wealth Tax 290,540 223,064Fringe Benefit Tax 1,238,882 708,774

Add: Deferred Tax (Liability)/Asset - 4,700,412Profit After Tax 738,614,622 323,697,202Add: Balance in Profit & Loss Account brought forward 590,278,181 267,628,112Less: Short Provision for Taxation previous year 2,597,414 1,047,133Less: Other Prior period adjustment 4,883,364 -Profit available for appropriation 1,321,412,025 590,278,181APPROPRIATIONLess: Interim Dividend 111,399,600 -Less: Corporate Dividend Tax 18,932,363 -Less: Transfer to General Reserve 73,861,462 -Balance carried forward to Balance Sheet 1,117,218,600 590,278,1812. OPERATING PERFORMANCE

The company has achieved a turnover of Rs. 5,283,519,572 during the year reflecting an increase of 125.53% over the previous year’s turnover of Rs. 2,342,746,574 and has earned a profit after tax (PAT) of Rs. 738,614,622 reflecting an increase of 128.18% over previous year’s profit of Rs. 323,697,202.

3. DIVIDEND

The Board of Diectors had declared interim dividend twice during the financial year under review; the details of which are as follows:

FinancialYear

Description Date of declaration Rate

2008-091st Interim Dividend 29.05.2008 Rs. 2 per share2nd Interim Dividend 02.02.2009 Rs. 2 per share

The total payout on account of dividend was Rs. 13.04 Crores including Dividend Tax.

Your Directors recommended the aforesaid interim dividends to be approved as final dividend for the year ended 31st March, 2009.

4. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review, your company has successfully made preferential allotment of 2300000 Equity Shares to the persons other than Directors, their relatives and associate company; the details of which are as under:

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FinancialYear

Date of allotment

Name of AllotteeNo. of Shares

allottedRate

Total Consideration(Rs.)

2008-0907.07.2008

Sabre Abraaj Infrastructure Company Private Limited

1800000Rs. 315 per

share567000000

09.03.2009Standard Chartered Private Equity (Mauritius) II Limited

500000Rs. 315 per

share157500000

5. INITIAL PUBLIC OFFER

The company was in the process of making an Initial public offer (IPO) of 5300100 Equity Shares of Rs. 10 each. However on account of prevailing market conditions and economic scenario, it was thought prudent by the IPO Committee that the Initial public offering be postponed and accordingly your Company had withdrawn the Draft Red Herring Prospectus (DRHP) filed with SEBI.

6. SUBSIDIARY

During the year under review, your Company acquired 25000 Equity Shares of Rs. 10/- each of Man Projects Limited (“MPL”) in addition to 2,99,998 equity shares constituting approx. 65% of the paid up share capital of MPL. A statement pursuant to Section 212 of the Companies Act, 1956, relating to MPL as on March 31, 2009 is attached to the accounts of the Company.

During the year your Company has promoted a new Company under the name of ‘Man Ajwani Infraconstruction Limited’ (“MAIL”) in joint venture with Ajwani Infrastructure Private Limited (“AIPL”) for construction of E.W.S Housing Complex for Pimpri Chinchwad Municipal Corporation (“PCMC”). The said joint venture Company was incorporated on 24.03.2009 with shares of your Company and AIPL to the extent of 64% and 36% respectively.

Consolidated financial statements of the Company along with its subsidiaries and auditors’ report thereon are also attached to the accounts of the Company.

7. FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public.

8. PERSONNEL

The relationship with employees at all levels continues to be cordial and healthy. There is special thrust on Human Resource Development with a view to promoting innovativeness and team spirit.

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report.

9. DIRECTORS

During the year under review, following changes took place in the composition of Board of Directors:

1. Mr. Ravi K. Sheth resigned w.e.f. 06.10.2008

2. Mr. Rajiv Maliwal was appointed as Nominee Director w.e.f. 07.10.2008 by Sabre Abraaj Infrastructure Company Private Limited

3. Mr. Vinod K. Goenka resigned w.e.f. 01.11.20084. Mr. Mukesh M. Patel resigned w.e.f. 01.11.20085. Mr. Vijay B. Raheja resigned w.e.f. 19.01.20096. Mr. Rahul Raisurana was appointed as Nominee Director w.e.f. 09.03.2009 by Standard Chartered Private Equity

(Mauritius) II Limited and Standard Chartered Private Equity (Mauritius) III Limited7. Mr. Sailesh T. Desai resigned w.e.f. 21.03.2009

The Board places on record its sincere appreciation of the invaluable services provided by Mr. Ravi K. Sheth, Mr. Vinod K. Goenka, Mr. Mukesh M. Patel Mr. Vijay B. Raheja and Mr. Sailesh T. Desai during their respective tenure as Director of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Pramod M. Chaudhari and Mr. Sivaramakrishnan S. Iyer, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.


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10. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed; (ii) that the Directors have approved such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2009 and of the profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.11. AUDIT COMMITTEE The Company has an Audit Committee comprising of Mr. Sivaramakrishnan Iyer as the Chairman and Mr. Pramod M.

Chaudhari, Mr. Rajiv Maliwal and Mr. Rahul Raisurana as the Members. The Audit Committee has reviewed the audited accounts for the year ended March 31, 2009 and recommended the same

to the Board of Directors for approval.12. AUDITORS The Statutory Auditors of the Company, M/s G. M. Kapadia & Co, Chartered Accountants shall hold office till conclusion of

the forthcoming Annual General Meeting and are eligible for reappointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

13. AUDITORS’ REPORT The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for

the year ended 31st March, 2009, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. Conservation of Energy; a) Energy conservation measures taken : NIL b) Additional investment and proposals if any, been implemented for reduction of consumption of energy : NIL c) Impact of measures at a) and b) for reduction of consumption of energy and Consequent impact on the cost of

production of goods : Not applicable Technology Absorption: The Company has acquired state of art formwork technology for speedier and efficient construction compared to conventional

shuttering materials from STEN, Spain. The company has also started efficiently using MIVAN aluminum formwork acquired during the financial year 2008-09. Further the Company is planning to use more advanced systems in shuttering materials such as DOKA and PERI.

Information about Foreign Exchange Earnings and outgo(i) Foreign Exchange outgo Rs. NIL on Revenue Account & Rs. 116,293,070 on Capital Account(ii) Foreign Exchange earnings Rs. NIL

15. ACKNOWLEDGMENTThe Board acknowledges with thanks the support given by the Government, Bankers, Financial Institutions, Shareholders, Vendors and Employees at all levels and looks forward to their continued support. For and on behalf of the Board of Directors

Place: Mumbai Parag K Shah Suketu R ShahDate: 18th May, 2009 Managing Director Executive Director

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ANNEXURE TO THE DIRECTORS’ REPORT

A. Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975, forming part of Director’s report for the year ended 31st March, 2009.)

Name of Employee

Age DesignationGross

Remuneration (Rs.)

QualificationExperience (in Years)

Date of Joining

Previous employment

A Employed throughout the Financial year

Parag K. Shah 40Managing Director

7,125,000 B.Com 18 15.07.2004 -

Suketu R. Shah 38Executive Director

3,849,996

Licentiate in Civil & Sanitary

Engineering (LC & CE)

17 15.07.2004 -

Rajiv N. Sheth 50Chief Financial Officer

3,418,550 B.Com, FCA 25 01.01.2008

Partner, Rajiv Sheth and Associates, Chartered

Accountants

B Employed for part of the Financial year

Ashok Mehta 44Chief Operating Officer

15,63,354 B.Com, ACA 23 01.09.2008Doshi &

Co(H) Ltd.

Sudhir Tengshe 42 Vice President 23,11,013 AMIE 23 01.06.2008B L Kashyap &

Sons.

For and on behalf of the Board of Directors

Place: Mumbai Parag K Shah Suketu R ShahDate: 18th May, 2009 Managing Director Executive Director


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AUDITOR’S REPORT TO THE MEMBERS OF MAN INFRACONSTRUCTION LIMITED

1. We have audited the attached Balance Sheet of MAN INFRACONSTRUCTION LIMITED as at 31st March, 2009 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of the said books;

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) Based on representations made by the directors of the Company and taken on record by the board, none of the directors of the Company are, prima-facie, as at 31st March, 2009 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, on the said date;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

b. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

c. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For G. M. KAPADIA & CO. Chartered Accountants

(ATUL SHAH)

Mumbai Partner

Dated: 18th May 2009 (Membership No. 39569)

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ANNEXURE TO THE AUDITOR’S REPORT (Referred to in paragraph 3 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, most of the fixed assets of the company were physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its fixed assets.

(c) During the year, Company has not disposed off any substantial part of fixed assets.

(ii) The year-end inventory comprises of Construction Work-in-Progress and construction materials. Considering the nature of construction work and the manner in which the same is carried out, we are of the opinion that verification of such materials and records maintained at sites are adequate and proper. The Company has qualified engineers and architects to supervise the work as well as to certify the work done by the contractors. The Construction Work-in-Progress is recognised based on such verification and certification. In our opinion, the procedure of continuous verification and certification adopted by the management and the records maintained are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) (a) The Company has granted unsecured loan to 2 (Two) companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum loan amount involved during the year was Rs. 27,000,000 and the balance at the end of the year was Rs. 4,155,626.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of loans covered in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

(c) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal and interest amount, wherever applicable, does not arise.

(d) As stated above, no repayment schedules have been specified and there are no overdue amounts in excess of Rs. one lakh.

(e) The Company has taken unsecured loans from 1 (One) individual covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 2,00,00,000 and the balance at the end of the year was Rs Nil.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of loan taken by the Company, the payment of principal and interest are regular.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.


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(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 for the year that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

(vii) The Company does not have a formal internal audit system.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the services of the Company.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable and there are no arrears as at March 31, 2009 which were due for more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, cess have not been deposited on account of any dispute, except those given below:

Forum where dispute is pending Financial Year Amount

Appellate Assistant Commissioner (CT) III, Chennai. 2003-04 2,903,824

Appellate Assistant Commissioner (CT) III, Chennai.

Less Paid on 4/4/2009

Balance Payable

2004-05 2,920,838

292,084

2,628,754

Asst. Commisioner of Income Tax 2006-07 22,389,975Asst. Commisioner of Income Tax ( Wealth Tax) 2006-07 18,006

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of its dealing in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

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(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short-term basis have generally not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.


(ATUL SHAH)

Mumbai Partner

Dated: 18th May 2009 (Membership No. 39569)


10

BALANCE SHEET AS AT 31st MARCH, 2009 As at

31st March, 2009 As at

31st March, 2008 Sch. No. Rs. Rs. Rs. Rs.

SOURCES OF FUNDS1. Shareholders’ Funds

Share Capital `1’ 292,499,000 269,499,000

Reserves & Surplus `2’ 2,330,199,615 2,622,698,615 1,027,897,734 1,297,396,734 2. Loan Funds Secured Loans - - Unsecured Loans - - - - 3. Deferred Tax Liabilities 9,588,790 -

2,632,287,405 1,297,396,734 APPLICATION OF FUNDS1. Fixed Assets `3’ Gross Block 1,048,048,868 528,533,863 Less Depreciation 224,814,537 75,329,656 Net Block 823,234,331 453,204,207 Capital Work-in-Progress 17,481,342 840,715,673 31,248,830 484,453,037 2. Investments `4’ 42,659,703 530,511,910 3. Deferred Tax Assets - 4,676,551 4. Current assets, loans and advances Inventories `5’ 89,280,673 101,472,890 Sundry Debtors `6’ 1,908,550,626 830,087,068 Cash & Bank Balances `7’ 945,157,385 235,353,134 Other Current Assets `8’ 9,985,011 13,661,215 Loans and Advances `9’ 333,116,977 225,405,760

3,286,090,672 1,405,980,067 Less: Current Liabilities & Provisions Current Liabilities `10’ 1,517,393,526 1,125,147,712 Provisions `11’ 28,142,435 12,975,997

1,545,535,961 1,138,123,709 Net Current Assets 1,740,554,711 267,856,358 5. Miscellaneous Expenditure: `12’ 8,357,318 9,898,878 (to the extent not written off or adjusted)

2,632,287,405 1,297,396,734 Significant Accounting Policies and Notes forming part of the Accounts

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As per our report of even date For G. M. KAPADIA & CO. For and on behalf of the Board of Directors Chartered Accountants ATUL SHAH PARAG K SHAH SUKETU R SHAH Partner Managing Director Executive Director (MEMBERSHIP NO. 39569) DURGESH DINGANKAR Company Secretary Place: Mumbai Place: Mumbai Dated:18th May,2009 Dated:18th May,2009

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2009

ParticularsSch.No.

For the Year Ended 31st

March, 2009

For the Year Ended 31st

March, 2008 Rs. Rs. Rs. Rs.

IncomeContract Revenue `13’ 5,271,244,713 2,332,307,451 Less:VAT 188,468,576 5,082,776,137 121,340,581 2,210,966,870 Professional and Management Consultancy Fees 12,274,859 10,439,123 Other Income `14’ 71,832,328 53,332,382 Closing Work in Progress 55,634,418 30,788,222

5,222,517,742 2,305,526,597 ExpenditureOpening Work in Progress 30,788,222 2,596,346 Material Consumed `15’ 1,791,570,214 761,696,064 Sub Contract / Labour Charges 1,650,570,027 740,481,582 Other Direct cost `16’ 138,378,609 83,011,029 Administrative & General Expenses `17’ 294,008,607 165,193,466 Finance Charges 9,929,730 5,714,404 Diminution in the Value of Current Investments - 13,527,398 Depreciation 150,762,301 54,978,817 Profit Before Tax 1,156,510,031 478,327,491 Provision for - Current Tax 402,100,646 158,398,863 - Deferred Tax 14,265,341 (4,700,412) - Wealth Tax 290,540 223,064 - Fringe Benefit Tax 1,238,882 708,774 Profit After Tax 738,614,622 323,697,202 Balance Brought Forward From Previous Year 590,278,181 267,628,112 Less:- Short / (Excess) Provision for Income Tax of Earlier Years 2,597,414 1,047,133 Less: Other prior period adjustments 4,883,364 - Profit Available for appropriation 1,321,412,025 590,278,181 Less : Interim Dividend 111,399,600 - Less : Corporate Dividend tax 18,932,363 - Less : Transfer to General Reserve 73,861,462 - Balance Carried to Balance sheet 1,117,218,600 590,278,181 Earnings per share (Equity shares, Face value Rs.10 each)- Basic EPS 26.25 12.50 - Diluted EPS 26.25 12.50 Significant Accounting Policies and Notes forming part of the Accounts

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12

CASH FLOw STATEMENT FOR THE YEAR ENDED 31st MARCH, 2009

Particulars For the Year Ended 31st March, 2009

For the Year Ended 31st March, 2008

Rs. Rs.

A. Cash Flow from Operating Activities

Net Profit Before Tax 1,156,510,031 478,327,491

Adjustments for :

Depreciation 150,762,301 54,978,817

Prior Period Adjustments (4,916,249) -

Preliminary Expenses Written off - 4,600

Share Issue Expenses Written off 3,594,260 3,192,013

Finance Expenses 340,388 70,439

Diminution in the Value of Current Investments - 13,527,398

Loss on Sale of Assets 362,047 165,427

Profit on Sale of Investment (10,065,181) (1,680,422)

Loss on Sale of Investment 6,214,871 -

Profit on Arbitrage transactions in Securities - (3,541,174)

Interest Income (56,934,153) (21,425,636)

Dividend Received (7,166,416) (23,077,523)

Operating Profit/(Loss) before working Capital Changes 1,238,701,899 500,541,430

Adjustments for :

(Increase)/decrease in Sundry Debtors (1,077,980,494) (398,171,812)

(Increase)/decrease in Inventories 12,192,217 (55,322,967)

(Increase)/decrease in Loans and Advances (127,291,392) (130,601,611)

(Increase)/decrease in Other Current Assets 3,676,204 (13,661,215)

Increase/(Decrease) in Trade Payables and Other Liabilities 401,442,478 782,866,188

Cash Generated from/(used in ) Operations 450,740,913 685,650,012

Less: Taxes Paid 381,161,944 214,300,740

Net Cash from /(used in ) Operating Activities 69,578,969 471,349,272

B. Cash Flow from Investing Activities :

Purchase of Fixed Assets (including Capital Work in Progress) (510,004,695) (458,577,234)

Sale / Reversal of Fixed Assets 2,651,942 1,644,032

Purchase of Investments (1,064,023,998) (666,327,306)

(including investment in subsidary companies Rs. 935,295) (Previous Year -Rs. 2,999,980)

Sale Of Investments 1,555,726,515 328,603,358

Profit on Arbitrage transactions in Securities - 3,541,174

Interest Credited to Profit and Loss Account 56,934,153 21,425,636

Dividend received 7,166,416 23,077,523

Net Cash from/(used in) Investing Activities 48,450,333 (746,612,816)

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Particulars For the Year Ended 31st March, 2009


Rs. Rs.

C. Cash Flow from Financing Activities :

Proceeds from issuance of Share Capital 724,500,000 266,670,000

Share Issue Expenses (2,052,700) (1,746,855)

Finance Expenses (340,388) (70,439)

Corporate Dividend Tax (18,932,363) -

Interim Dividend (111,399,600) -

Net Cash (used in)/realised from Financing Activities 591,774,949 264,852,706

Net increase/(decrease) in Cash and Cash equivalents (A+B+C) 709,804,251 (10,410,838)

Cash and Cash equivalents as at 1st April, 2008 235,353,134 245,763,972

Less : (Decrease) /Increase as above 709,804,251 (10,410,838)

Cash and Cash equivalents as at 31st March, 2009 945,157,385 235,353,134



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SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2009

Particulars As at31st March, 2009

As at31st March, 2008

Rs. Rs. Rs. Rs.

SCHEDULE `1’

SHARE CAPITAL

Authorised

40,000,000 (40,000,000) Equity Shares of Rs.10 each 400,000,000 400,000,000

Issued, Subscribed & Paid up Capital

29,249,900 (26,949,900) Equity Shares of Rs.10 each fully paid up 292,499,000 269,499,000

(Out of the above, 11,950,000 shares issued as bonus shares. Out of this 3,820,910 shares are issued out of the General Reserve and balance shares are issued out of credit balance in the Profit & Loss Account)

292,499,000 269,499,000

SCHEDULE `2’

RESERVES & SURPLUS

Capital Redemption Reserve 233,140 233,140

Securities Premia Account

As Per Last Balance Sheet 423,570,700 150,050,700

Add:- Received During the Year 701,500,000 273,520,000

1,125,070,700 423,570,700

General Reserve


Less : Change on account of transitional provisions of Accounting Standard 15 on Employee benefits (net of taxes)

- 495,735

Add: Transfer from Profit & Loss Account 73,861,462 87,677,175 - 13,815,713

Profit and Loss Account 1,117,218,600 590,278,181

2,330,199,615 1,027,897,734

15

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2009SCHEDULE `3’

FIXED ASSETSPARTICULARS GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

As at 1st April,

2008

Additions during the

year

Deductions during the

year

As at 31st March,

2009

As at 1st April,

2008

Provided for the

year


year

As at 31st March,

2009

As at 31st March,

2009

As at 31st march,

2008

Tangible Assets

Office Premises 25,848,979 53,515,510 - 79,364,489 3,527,062 2,897,504 - 6,424,566 72,939,923 22,321,917

Plant and Machineries 132,302,739 96,363,740 2,561,051 226,105,428 18,194,207 27,081,403 310,699 44,964,911 181,140,517 114,108,532

Shuttering Material 238,624,982 289,501,842 - 528,126,824 17,985,347 66,348,976 - 84,334,323 443,792,501 220,639,635

Furniture & Fixtures 6,664,642 2,511,976 - 9,176,618 1,906,568 2,033,063 - 3,939,631 5,236,987 4,758,074

Office Equipment 416,969 125,831 - 542,800 101,442 93,300 - 194,742 348,058 315,527

Computers 3,543,775 1,750,901 10,400 5,284,276 1,624,702 1,280,609 432 2,904,879 2,379,397 1,919,073

Vehicle Commercial 9,790,570 22,418,530 732,281 31,476,819 4,726,496 6,068,163 590,622 10,204,037 21,272,782 5,064,074

Vehicle Others 33,634,512 14,541,734 953,446 47,222,800 9,650,051 7,058,302 375,667 16,332,686 30,890,114 23,984,461

Total 450,827,168 480,730,064 4,257,178 927,300,054 57,715,875 112,861,320 1,277,420 169,299,775 758,000,279 393,111,293

Intangible Assets

Design Charges for Shuttering materials

77,706,695 43,042,119 - 120,748,814 17,613,781 37,900,981 - 55,514,762 65,234,052 60,092,914

Total 77,706,695 43,042,119 - 120,748,814 17,613,781 37,900,981 - 55,514,762 65,234,052 60,092,914

Grand Total 528,533,863 523,772,183 4,257,178 1,048,048,868 75,329,656 150,762,301 1,277,420 224,814,537 823,234,331 453,204,207

Previous year 103,895,353 427,328,402 2,689,892 528,533,863 21,231,272 54,978,817 880,433 75,329,656 453,204,207 82,664,079

Notes :

1. Addition to Office Premises Include Rs.1250 being cost of Shares in Co-Operative housing Societies & Rs.3000 being Membership entrance Fees. 2. The remaining amortisation period of Design Charges for Shuttering materials is 1 to 3 years.



Rs. Rs. Rs. Rs. SCHEDULE ‘4’

INVESTMENTS Long term Investment Valued at cost.

Investment in unquoted fully paid up shares of Subsidiary company Man Projects Limited 3,615,275 2,999,980 (3,24,998 (2,99,998) Equity Shares of Rs.10 (FV) each)

Man Ajwani Infraconstruction Ltd. 320,000 -

(32,000 (Nil) Equity Shares of Rs.10 each) 3,935,275 2,999,980

Paintings - 600,000


16

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2009Current Investment - non trade valued at cost or fair value, whichever is lower Mutual Funds Qty Particulars BIRLA MUTUAL FUND

- (2008 : 5,000,000) Units of Birla Fixed Term Plan Institutional -Series AK -Growth option of Rs 10/- each. - 50,000,000

- (2008 : 921,699.1380) Units of Birla Income Plus Quarterly Dividend - Reinvestment option of Rs 10/-each. - 9,797,661

- (2008 : 6,727,181.4010) Units of Birla Sunlife Income Fund -Quarterly Dividend Payout option of Rs 10/-each. - 71,511,284

- (2008 : 2,490,701.3820) Units of Birla Sunlife Income Fund - Growth option of Rs 10/-each. - 73,271,702

DSP MERRILL LYNCH MUTUAL FUND

- (2008 : 188,843.1470) Units of DSPML India T.I.G.E.R fund Dividend Regular - Dividend payout option of Rs 10/-each. - 3,600,861

HDFC MUTUAL FUND

- (2008 : 52,596.1460) Units of HDFC Equity Fund Dividend - Dividend payout option of Rs 10/-each. - 2,011,540

- (2008 : 5,000,000.0000) Units of HDFC FMP 18M January 2008(VII)- Wholesale Plan - Growth option of Rs 10/-each. - 50,000,000

ICICI PRUDENTIAL MUTUAL FUND

- (2008 : 276,548.6730) Units of IFD ICICI Prudential Infrastructure Fund - Dividend payout option of Rs 10/-each. - 3,899,336

JM FINANCIAL MUTUAL FUND

- (2008 : 222,339.8150) Units of JM Basic Fund - Dividend Plan - Dividend payout option of Rs 10/-each. - 4,423,584

KOTAK MAHINDRA MUTUAL FUND

- (2008 : 133,361.7840) Units of Kotak 30 Equity Scheme - Dividend payout option of Rs 10/-each. - 4,175,157

RELIANCE MUTUAL FUND

- (2008 : 185,735.5130) Units of Reliance Banking Fund - Dividend Plan - Dividend payout option of Rs 10/-each. - 4,119,614

- (2008 : 209,190.1410) Unit of Reliance Diversified Power Sector Fund - Retail Dividend Plan - Dividend payout option of Rs 10/-each. - 8,822,427

- (2008 : 4,999,700.0180) Units of Reliance Quaterly Interval Fund - Series II - Institutional Dividend Plan - Dividend payout option of Rs 10/-each. - 50,000,000

- (2008 : 411,458.2900) Units of Reliance Regular Saving Fund - Equity Plan - Growth option of Rs 10/-each. - 9,003,654

- (2008 : 50,345.3430) Units of Reliance Liquid Plus Fund Retail Dividend -Daily Dividend Reinvest option of 10/-each. - 50,389,934

17

Mutual Funds Qty Particulars

1,143,471.350 (2008 : Nil) Units of Reliance Medium Term Plan Growth -Daily Dividend Reinvest option (Purchased during the Year) of 10/-each. 20,000,000

SUNDERAM BNP PARIBAS MUTUAL FUND

- (2008 : 388,862.9650) Units of Sundaram BNP Paribas Select Focus - Dividend - Dividend payout option of Rs 10/-each. - 4,529,515

UTI FIXED MUTUAL FUND

- (2008 : 5,000,000.0000) Units of UTI Fixed Income Interval Fund Quaterly Plan Series - III - Institutional Dividend - Dividend payout option of Rs 10/-each. - 50,000,000

TEMPLETON INDIA MUTUAL FUND

1,872,442.770 (2008 : 7,735,566.0820) Units of Templeton India Liquid Plus Daily Dividend Re-invest option (Purchased during the year) of Rs 10/-each.

18,724,428 38,724,428 77,355,661 526,911,930 42,659,703 530,511,910


Details of Investments purchased and sold during the yearName of the Security Qty Face value Purchase Cost Sale Value

Mutual Funds

Fortis (ABN Amro) FTP Series - 13 - Plan B

5,000,000.000 Rs.10/- 50,000,000 50,460,279

UTI Fix term Income Fund Series IV Plan VII

5,000,000.000 Rs.10/- 50,000,000 50,197,500

B332G Birla Sunlife Liquid Plus 3,062,408.342 Rs.10/- 47,964,664 48,082,261

B332WD Birla Sunlife Liquid Plus (1014347574)

7,283,543.047 Rs.10/- 72,947,660 72,964,665

B332WD Birla Sunlife Liquid Plus (1014347578)

7,454,849.491 Rs.10/- 74,663,479 74,668,518

Birla Cash Plus - INSTL Growth (1014347574)

3,245,986.868 Rs.10/- 72,135,566 72,381,287

Birla Cash Plus INSTL Growth (1014347578)

3,325,892.744 Rs.10/- 73,911,314 74,163,085

LIC MF Liquid Plus 7,191,205.156 Rs.10/- 80,000,000 80,301,311 Lotus India Liquid Plus Fund 38,857,083.646 Rs.10/- 450,000,000 452,673,367

Reliance Liquid Plus Fund Institutional Growth

45,959.485 Rs.10/- 50,927,977 51,226,865

Reliance Medium term Plan Growth

1,158,735.125 Rs.10/- 20,000,000 20,080,880


18


Particulars As at

31st March, 2009As at

31st March, 2008 Rs. Rs. Rs. Rs.

SCHEDULE ‘5’INVENTORIES (as certified and valued by the Management)Stock of Construction Materials 33,646,255 70,684,668 Work in Progress 55,634,418 30,788,222

89,280,673 101,472,890

SCHEDULE `6’

SUNDRY DEBTORS (UNSECURED, CONSIDERED GOOD UNLESS OTHERwISE STATED)

i) Debtors outstanding for a period exceeding 6 months

Considered good 159,107,491 5,462,381

Considered Doubtful 2,182,900 -

ii) Other Debtors 1,547,411,491 694,591,787

1,708,701,882 700,054,168

Less : Provision for doubtful debts 2,182,900 1,706,518,982 - 700,054,168

iii) Retention Debtors outstanding for a period exceeding 6 months

Considered good 148,290,006 53,901,471


iv) Other Retention Debtors 53,741,638 76,131,429

203,836,385 130,032,900

Less : Provision for doubtful debts 1,804,741 202,031,644 - 130,032,900

1,908,550,626 830,087,068

Debts due by -

i) Subsidiary Companies 2,007,162 590,952

ii) Firms in which any director is partner 110,811 263,901,399

iii) Private companies in which any director is a director or a member

- 114,259,668

SCHEDULE ‘7’

CASH AND BANK BALANCES

Cash on Hand 1,670,945 2,224,550

Balance in Current accounts with Scheduled banks 15,361,440 15,607,780

Balance in Deposit accounts with Scheduled banks 928,125,000 217,520,804

945,157,385 235,353,134

19

SCHEDULES FORMING PART OF BALANCE SHEET

Particulars As at



SCHEDULE ‘8’

OTHER CURRENT ASSETS

Dividend Receivable On Units Of Mutual Funds - 1,541,686

Excess Charges Receivable from Bank 55,154 -

Accrued Interest On Deposits with Bank 9,929,857 12,119,529

9,985,011 13,661,215

SCHEDULE `9’

LOANS AND ADVANCES

Loans & Advances (Considered good, unsecured)

i) Loans to Subsidiary Companies 4,155,626 28,013,449

ii) Loans to Staff 56,000 329,839

iii) Loans to Others 30,000,000 -

iv) Security Deposits 4,939,136 6,944,126

v) Earnest Money Deposits 500,000 3,129,112

vi) Interest accrued on loans given to others 971,233 -

vi) Advances recoverable in cash or in kind or for value to be received Advances to Parties 231,732,981 123,272,400

Prepaid Expenses 17,532,445 10,874,214

Income Tax Paid (net of provision) - 18,909,813

Tax deducted by Parties on Advances 8,525,574 9,195,936

CENVAT Receivable 17,748,151 10,698,797

Service Tax Paid On Advances Received 15,774,341 10,248,818

TDS refund 28,706 -

KVAT refund 183,664 -

TNGST 03-04 SALES TAX APPEAL 969,120 -

MVAT Refund Receivable - 292,494,982 3,789,256 186,989,234

333,116,977 225,405,760

Loans and Advances due by -

Loans due from companies under the same management

4,155,626 28,013,449


20


Particulars As at



SCHEDULE ‘10’

CURRENT LIABILITIES

i) ADVANCES AND DEPOSITS

Advances From Customers 929,028,819 760,465,525

Security Deposits Received from Contractors 140,000 193,000

Office Deposits 350,000 -

ii) SUNDRY CREDITORS 483,319,890 316,541,341

(including book overdraft in current bank accounts)

iii) Other Current Liabilities 104,554,817 47,947,846

1,517,393,526 1,125,147,712

SCHEDULE ‘11’

PROVISIONS

Provision for taxation (net of advance tax) 6,441,283 471,509

Employee benefits 21,701,152 28,142,435 12,504,488 12,975,997

28,142,435 12,975,997

SCHEDULE ‘12’

Miscellaneous Expenditure:

(to the extent not written off or adjusted)

Preliminary Expenditure

As Per Last Balance Sheet - 4,600

Less: Amortized during the year - 4,600

- -

Share issue Expenses


Add : Incurred during the year 2,052,700 1,746,855

Less : Amortized during the year 3,594,260 8,357,318 3,192,013 9,898,878

8,357,318 9,898,878

21

ParticularsFor the year ended

31st March, 2009For the year ended


SCHEDULE `13’ CONTRACT REVENUE Residential Projects 2,475,246,691 1,387,985,281 Commercial Projects 667,894,819 170,336,036 Ports/Infrastructure Projects 1,980,501,977 743,438,320 Institutional Projects 147,601,226 30,547,814 5,271,244,713 2,332,307,451

SCHEDULE `14’ OTHER INCOME Dividend from Non Trade Current Investments 7,166,416 23,077,523 Interest On Fixed Deposit 53,540,483 19,941,983 (Tds Rs.1,17,17,918 , Previous Year Rs.31,53,687) Interest on Loan 3,393,670 1,483,653

(Tds Rs.3,63,384 Previous Year Rs.2,85,962)

Balance Written Back 954,485 86,347 Gujarat Vat Refund (2006 -2007) 19,432 - Miscellaneous Income 2,036,743 3,186,006 Profit on Arbitrage transactions in Securities - 3,541,174 Speculation Profit - 318,874 Profit On Sale Of Long Term Investments (Net) 288,889 - Profit On Sale Of Current Investments (Net) 3,561,421 1,680,422 Profit on Sale of Assets 3,906 - Rent Received 866,883 16,400

71,832,328 53,332,382

Schedule `15’ MATERIALS CONSUMED Opening Stock 70,684,668 43,553,577 Add: Purchases 1,735,174,163 780,267,865 1,805,858,831 823,821,442 Add:- Carriage in-wards 19,357,638 8,559,290 Less : Closing Stock 33,646,255 70,684,668 1,791,570,214 761,696,064

Schedule `16’ OTHER DIRECT COST Site Expenses 24,527,968 5,800,982 Hiring Charges 9,733,270 17,228,258 Power & Fuel Expenses 58,453,106 21,338,250 Professional Fees 2,764,854 17,178,000 Rates & Taxes 16,796,827 3,921,370

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNTS AS AT 31st MARCH, 2009


22

ParticularsFor the year ended



Schedule `16’ Continues Site Set Up Expenses 2,455,689 - Security Service Charges 9,269,568 4,966,438 Testing charges 1,786,767 597,936 Royalty Charges 1,788,444 6,279,144 Water Charges 10,802,116 5,700,651

138,378,609 83,011,029

Schedule `17’ ADMINISTRATIVE & GENERAL EXPENSES Salaries, Wages and Bonus 170,917,953 100,944,744 Directors Remuneration 10,974,996 10,260,000 Directors Sitting Fees 136,000 99,000 Contribution to Provident and other funds 6,481,756 4,269,961 Workmen and Staff welfare expenses 7,623,241 4,229,164 Recruitment Expenses 600,809 1,677,361 Printing & Stationery 3,514,636 2,391,386 Postage & telephone expenses 2,462,874 1,258,305 Office Expenses 1,084,218 995,003 Rates, Taxes & Duties 303,840 427,798 Repairs - Building 381,814 857,565 Repairs - Plant & Machinery 10,896,395 4,233,992 Repairs - others 5,322,334 2,828,886 Travelling & Conveyance Expenses 15,235,882 9,286,961 Advertisement & Sales Promotion Expenses 1,869,014 296,029 Balance Written off 2,072,876 326,886 Bad Debts 5,481,181 - Brokerage & Commission 172,974 141,420 Provision for Doubtful Debts 3,987,641 - Donations 14,116,000 2,683,000 Electricity Charges 1,084,496 900,448 Foreign Exchange Loss - 3,519 Insurance Charges 8,827,747 5,259,351 Interest Paid 6,261,082 574,827 Legal & Professional Fees 1,883,516 2,721,107 Membership & Subscription Fees 95,454 46,300 Rent and Maintenance 6,413,190 3,949,714 ROC Fees 17,000 8,000 Share Registration Charges 5,067 - Statutory Audit Fees 800,000 450,000 Tender Fees 463,445 401,280 Loss on Sale Of Fixed Assets (Net) 335,623 165,427 Loss due to theft (Assets) 30,330 - Preliminary Expenses Written Off - 4,600 Share Issue Expenses Written Off 3,594,260 3,192,013 Miscellaneous Expenses 560,963 309,419 294,008,607 165,193,466

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNTS AS AT 31st MARCH, 2009

23

SCHEDULE `18’

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES:

i) Method of accounting:

The financial statements are prepared and presented under the historical cost convention, on the accrual basis of accounting and in accordance with the provisions of the Companies Act, 1956 (‘the Act’), and the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006 , to the extent applicable.

ii) Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from such estimates. Any revision to accounting estimates is recognized in accordance with the requirements of the respective accounting standard.

iii) Fixed Assets:

a. The fixed assets are stated at cost less accumulated depreciation and impairment, if any. Cost comprises of all expenses incurred in bringing the assets to its present location and working condition for intended use.

b. Intangible fixed assets are recognized only if they are separately identifiable and the Company expects to receive the future economic benefits arising out of them and cost of the assets can be measured reliably. Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

iv) Depreciation :

a. Depreciation on fixed assets is computed on written down value method, at the rates and manner prescribed in Schedule XIV to the Act except Steel Shuttering Materials which are depreciated @ 20 % based on the useful life determined by the Management of the Company.

b. Individual assets costing less than Rs. 5,000 are depreciated in full in the year of purchase.

c. Intangible Assets are amortised on a straight-line basis over their expected useful lives.

v) Revenue Recognition:

a. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

b. Construction Contracts

Contract revenue and expenses associated with the construction contracts are recognized by reference to the stage of completion of the project at the balance sheet date. The stage of completion of project is determined by considering all relevant factors relating to contracts including survey of work performed, on completion of a physical proportion of the work done and proportion of contract costs incurred. In the event of loss is estimated, provision is made upfront for the entire loss irrespective of stage of work done. Variation, claims and incentives are recognized at advanced stages when it is probable that they will fructify.

c. Dividends

Revenue is recognized when the Company’s right to receive Dividend is established by the balance sheet date.

d. Interest

Revenue is recognized on a time proportion basis taking in to contractual terms.

vi) Inventories:

a. Inventory of construction materials is valued at cost on FIFO method, net of provision for diminution in the value. However, inventory is not written down below cost if the estimated revenue of the concerned contract is in excess of estimated cost.

b. Work-in-progress is valued at lower of cost and net realizable value.

vii) Investments:

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is recognized if it is other than temporary.


24

viii) Provision and Contingent Liabilities:

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are stated separately by way of a note.

ix) Share Issue Expenditure:

Expense incurred in relation to raising of Share Capital are amortized equally over a period of 5 years.

x) Preliminary Expenditure:

Preliminary Expenses incurred are written off in the profit and loss A/c.

xi) Employee Benefits:

a. Short term employee benefits (benefits which are payable within twelve months after the end of the period in which the employees render service) are measured at cost and recognized during the period when the employee renders the service.

b. Long term employees benefits (benefits which are payable after the end of twelve months from the end of the period in which the employees render service) and Post employment benefits (benefits which are payable after completion of employment) are measured on a discounted basis by the Projected Unit Credit Method on the basis of annual third party actuarial valuation and are recognized during the period when the employee rendered the service.

c. Contributions to provident fund, a defined contribution plan, are made on accordance with the rules of the statute and are recognized as expenses when employees have rendered service entitling them to the contributions.

d. Actuarial gains / losses are immediately taken to the Profit and Loss account and are not deferred.

xii) Accounting For Leases:

Rental expenses / Incomes arising out of arrangements in the nature of operating leases, where risks and rewards incident to ownership of an asset substantially vests with the lessor, are charged / credited to the Profit & Loss account. Initial direct cost is charged in the year of lease.

xiii) Earnings Per Share:

Basic Earnings Per Share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

xiv) Foreign Currency Transactions:

a. Foreign currency transactions are recorded at the exchange rate prevailing at the date of transactions. Exchange gains and losses arising on settlement of such transactions are recognized as income or expense in the year in which they arise.

b. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at the year end rate and difference in translations and realized gains or losses on foreign currency transactions are recognized in the profit and loss account.

xv) Taxes on income:

a. Provision for Taxation is made on the basis of taxable profits computed for the current accounting period (reporting period) in accordance with the Income Tax Act, 1961;

b. Fringe Benefit Tax on all expenses, as specified in the Income Tax Act, 1961, is recognized in the Profit and Loss account when the underlying expenses are incurred.

c. Deferred Tax is calculated at the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date and is recognized on timing difference that originate in one period and are capable of reversal in one or more subsequent periods. Where there is unabsorbed carry forward business losses or depreciation, deferred tax assets are recognized only if there is virtual certainty of realization of such assets. Other deferred tax assets are recognized only to the extent that there is a reasonable certainty of realization in future.

25

xvi) Impairments:

The carrying amounts of assets are reviewed at each balance sheet date when required to assess whether they are recorded in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets are written down to their recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit and loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the assets are reflected at the recoverable amount.

B. NOTES ON ACCOUNTS:

i) Contingent Liabilities:

2008-2009 Rs.

2007-2008 Rs.

1 Claims against the Company not acknowledged as debts. • Demand notice issued by Tamil Nadu Government Sales Tax Authorities for additional

tax (including penalty Rs.1,936,472/-) for the Financial Year 2003-04 . The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

• Demand notice issued by Tamilnadu Government Sales Tax Authorities for additional tax (including penalty Rs. 17,52,503/-) for the Financial Year 2004-05. The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

3,872,944

2,920,838

3,872,944 -

2 Bank Guarantees 825,905,508 552,746,693

3 Bank Guarantees given to client on behalf of Subsidiary Company 67,118,336 -

4 Corporate guarantee given to clients 301,027,092 -5 Corporate guarantee given to bank for non- fund based facilities of Subsidiary Company 150,000,000 -

6 Income Tax liability (including interest) that may arise in respect of which the Company has applied for rectification of mistakes apparent on record u/s154 of the Income Tax Act, 1961.

9,223,616 -

7 Fringe Benefit Tax liability (including interest) that may arise in respect of which the Company has applied for rectification of mistakes apparent on record u/s115WJ of the Income Tax Act, 1961.

415,276 -

8 Wealth Tax liability that may arise in respect of which the Company has applied for rectification of mistake apparent on record under the Wealth Tax Act, 1957.

18,006 -

ii) The Company has been sanctioned bank overdraft facility and non-fund based facilities as stated above by commercial banks. The Company has pledged fixed deposit of Rs. 50,000,000 (PY Rs. 50,000,000) and Rs.102,125,000 (PY Rs.126,387,179), with the banks as security for above facilities respectively. In addition non – fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai ,hypothecation of book debts and personal guarantee of two directors of the Company.

iii) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 51,237,950 (PY Rs. 22,697,948).

iv) Prior Period Adjustments is on account of Income tax, Service tax, Cess, etc expenses relating to earlier year accounted during the year Rs. 7,281,280 (PY Nil) , Reversal of expenses relating to previous year Rs.630,833 (PY Nil) and other adjustments Rs.830,331 (PY Nil)

v) The debtors and loans and advances are subject to confirmation and reconciliation. In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

vi) There are no Micro, Small and Medium Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2009. This information is as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

vii) Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period.


26

a. Computation of net profit with section 349 read with section 198 of the Companies Act, 1956 with respect to Directors’ Remuneration is as under:

Particulars2008-2009

Rs.2007-2008

Rs.Profit before taxation, as per profit & loss account 1,156,510,031 478,327,491

Add: Director’s remuneration 10,974,996 10,260,000 Director’s sitting fees 136,000 99,000 Loss on sale of assets 365,953 231,367 Loss on sale of investments 6,214,871 - Diminution in the value of Current Investments - 13,527,398

1,174,201,851 502,445,256 Less: Profit on sale of Assets 3,906 65,940 Profit on sales of Investments 10,06,5181 1,680,422Profit under Section 349 of the Companies Act, 1956 1,164,132,764 500,698,894Permitted as per Sec.309 read with Sec.198 @ 11% 128,054,604 55,076,878b. Managerial remuneration 1) Managing and whole time Director (i) Salary 10,974,996 10,260,000 (ii) Contribution to provident and other fund - -

(iii) Key man Insurance Premium paid by the Company 2,515,000 -

Total 13,489,996 10,260,000The above figures do not include provisions for encashable leave and gratuities as separate actuarial valuation are not available for the directors. 2) Non-executive directors (i) Commission - - (ii) Sitting fees 136,000 99,000 Actual Directors remuneration for the year 13,625,996 10,359,000c. Auditors’ remuneration Statutory Audit Fees 800,000 450,000 Tax Audit Fees 100,000 50,000 Consolidation audit fees 100,000 - Company Law Matters - 400,000 Other Services - 8,000 Service tax on Auditors Remuneration 103,000 112,229

1,103,000 1,020,229

Fee for Company Law matters are included in share Issue Expenses.

d. Value of imported and indigenous raw materials Value % Value %

- Imported - - - -

- Indigenous 1,735,174,163 100.00 780,267,865 100.00

Total 1,735,174,163 100.00 780,267,865 100.00

e. CIF Value of Imports :

- Construction Materials - - - Capital Goods 75,214,730 156,104,541

27

Particulars 2008-2009 Rs.

2007-2008 Rs.

f. Expenditure in Foreign Currency (on payment basis) Design Charges of Shuttering Materials included in Intangible Asset capitalized and CWIP (Previous year included in advances)

41,078,340 80,290,604

g. Earning in Foreign Currency - -h. Amount of dividend remitted during the year in foreign currencies

Amount of Dividend remitted 5,400,000 - Number of Non-resident Shareholders One - Number of shares held by them 2,700,000 - Year to which the dividends related FY 2008-2009 -

viii) During the year the Company has received Rs. 724,500,000 (PY Rs. 266,670,000) out of issue of Share capital. Out of this an amount of Rs. 569,900,000 (PY Rs. 59,000,000) is unutilized at the end of the year. The Company has invested Rs.20,000,000 (PY Rs. 59,000,000) in Mutual funds and Rs. 549,900,000 in Fixed deposits (PY NIL).

ix) Disclosure pursuant to Accounting Standard – 7 “Construction Contracts”

Sr. No.


2007-2008 Rs.

1 Amount of contract revenue recognized as revenue in the period 5,082,776,137 2,210,966,8702 Aggregate amount of costs incurred 3,995,619,881 1,814,122,3843 Amount of advances received 929,028,819 760,465,5254 Amount of retention 202,031,644 130,032,900

x) Employee Benefits:

a. Gratuity (defined benefit plans) is determined using the Projected Unit Credit Method with actuarial valuations being carried out by third party actuaries at each balance sheet date.

Actuarial Assumptions:

(a) Discount Rate (per annum) : 07.2% (b) Annual Increase in Salary : 12.0 % ( First five years ) 6.0 % (Thereafter) (c) Attrition Rate : 12.0 % (d) Mortality : Standard table LIC (1994-96)

The estimates of future salary increases, considered in actuarial valuation, take accounts of inflation and general trend in salary rise.

b. In terms of the transitional provision of AS 15 Employee Benefits, liability as on 1st April 2008 was adjusted against opening balance of General Reserve.

c. Companies defined benefit plans consists Gratuity as per the Gratuity Act 1972. The Company has not funded the liability as on March 31, 2009 The amounts recognized in the financial statemnts are as follows:

Defined benefit Plan GratuityParticulars 2008-2009

Rs.2007-2008

Rs.1 Amounts in the balance sheet:

Liabilities 6,112,975 4,069,345Assets - -Net Liability 6,112,975 4,069,345Present value of unfunded obligations 6,112,975 4,069,345

2 Amounts in the Profit and Loss Account:Current service cost 3,621,435 3,553,329Interest on obligation 270,239 81,897


28

Net actuarial losses/ (gains) recognized in the year (915,730) (489,446)Total, included in ‘employee benefit expense’ 2,975,944 3,145,780

3 Reconciliation of defined benefit ObligationOpening defined benefit Obligation 4,069,345 340,960Obligation adjusted against revenue reserve and surplus - 751,000

Current Service cost 3,621,435 3,553,329Interest cost 270,239 81,897Actuarial Losses / (gains) (915,730) (489,446)Benefits Paid (932,314) (168,395)Closing Defined Benefit obligation 6,112,975 4,069,345

xi) The Company’s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard–17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

xii) Related Party Transactions

(a) Names of related parties and description of relationship:

1. Subsidiary and Associate Concerns: Subsidiary Company

Man Projects LimitedMan Ajwani Infraconstruction Limited (A Joint Venture Company incorporated on 24.03.2009)

Associate Company

Escube Ports Limited(was an associate company up to December 29, 2007)

2. Key Management Personnel & Relatives :

Key Management personnel

- Managing Director - Executive Director Relatives

Parag K ShahSuketu R ShahKishore C ShahIndira K ShahMansi P ShahJesal S ShahPurvi M. ShahManish M. ShahVishant M. ShahAyush M. ShahSudeep Shah

3. Enterprises in which Key Management Personnel and/ or their relatives have Significant Influence:

- Conwood Pre-Fab Limited ( it has become an Enterprise in which Key Management Personnel /relatives have significant Influence from April 10, 2008)* For the year ended March 31, 2008, Conwood Pre-Fab Pvt Limited was an enterprise in which Key Management Personnel and/ or their relatives had significant Influence only upto July 7, 2007- Parag K Shah-HUF- Suketu R Shah-HUF- M/S Man Ratna Developers- Winsome Properties Limited- Dynamix- Man Pre-Fab Limited

29

(b) Related Party Transactions:


Rs.2007-2008

Rs.Investment in Equity Shares 935,295 3,237,480

Escube Ports Limited - 237,500

Man Projects Limited 615,295 2,999,980

Share application money paid to acquire Equity Shares

Man Ajwani Infraconstruction Limited 320,000 -

Loan taken and repaid during the year 20,000,000 -

Parag K Shah 20,000,000 -

Loan given during the year 18,405,626 46,500,000

Man Projects Limited 14,250,000 46,500,000

Man Ajwani Infraconstruction Limited 4,155,626 -

Advance given during the year 10,000,000 -

Dynamix Man Pre-Fab Limited 10,000,000 -

Loan received back during the year 41,250,000 19,500,000


Interest Received on Loan given 1,764,000 1,276,384


Security Deposit paid - 24,700,000

Parag K Shah - 8,350,000

Suketu R Shah - 4,000,000

Mansi P Shah - 8,350,000

Indira K Shah - 4,000,000

Office Deposit received back 4,700,000 20,000,000

Parag K Shah 350,000 8,000,000


Mansi P Shah 350,000 8,000,000

Indira K Shah 4,000,000 -Office Deposit received 350,000 -

Conwood Pre-Fab Limited 175,000 -

Dynamix Man Pre-Fab Limited 175,000 -

Fixed Assets purchased 51,752,000 2,000,000

Kishore C Shah (Motor Car) 765,000 2,000,000

Parag K Shah (Motor Car) 300,000 -

Suketu R Shah/ Jesal Shah (Office premises No.1005) 7,174,000 -

Kishore C Shah / Parag K Shah (Office premises No.1006) 7,174,000 -

Indira K Shah / Mansi P Shah (Office premises No.1007) 7,174,000 -

Parag K Shah / Mansi P Shah (Office premises No.1009) 7,956,000 -

Parag K Shah / Mansi P Shah (Office premises No.1010) 7,344,000 -


30


Rs.2007-2008

Rs. Mansi P Shah/Parag K Shah (Office premises No.1011) 7,786,000 -

Mansi P Shah/Parag K Shah (Office premises No.1012) 6,035,000 -

Parag K Shah (Parking space No.78) 11,000 -

Parag K Shah / Mansi P Shah (Parking space No.79) 11,000 -

Mansi P Shah/Parag K Shah (Parking space No.80) 11,000 -

Mansi P Shah/Parag K Shah (Parking space No.81) 11,000 -

Interest Paid 43,836 -

Parag K Shah 43,836 -

Fixed Assets Sold - 1,687,500

Man Projects Limited - 1,687,500

Contract work done 137,573,431 597,102

Man Projects Limited 2,777,766 597,102

Winsome Properties Limited 134,795,665 -

Professional Fees 1,304,000 312,000

Man Ratna Developers 1,304,000 312,000

Purchase of material 3,460,860 301,650

Conwood Pre-Fab Limited 3,460,860 301,650

Material Sale - 48,160

Conwood Pre-Fab Limited - 48,160

Rent Paid 684,920 806,190

Parag K Shah 333,580 310,185

Mansi P Shah 301,340 286,005

Kishore C Shah - 50,000

Suketu R Shah - 50,000

Indira K Shah 50,000 110,000

Retention Paid 273,210 -


Rent Received 971,800 -


Dynamix Man Pre-Fab Limited 485,900 -

Hiring Charges - 17,850

Conwood Pre-Fab Limited - 17,850

Remuneration (excluding value of perquisites) 10,974,996 10,260,000

Parag K Shah-M.D. 7,125,000 7,530,000

Suketu R Shah- Executive Director 3,849,996 2,730,000

Labour Contract / Job expenses 39,604,436 6,973,800

Conwood Pre-Fab Limited 13,488,524 6,973,800


31


Rs.2007-2008

Rs.Dividend paid to key management personnel and relatives 89,210,000 -

Kishore C Shah 16,473,600 -

Indira K Shah 1,015,000 -


Parag K Shah-HUF 4,000,000 -

Mansi P Shah 32,643,200 -

Suketu R Shah-HUF 14,000 -

Suketu R Shah 2,600,000 -

Jesal S Shah 538,800 -

Purvi M. Shah 409,200 -

Manish M. Shah 4,800 -

Vishant M. Shah 4,600 -

Ayush M. Shah 4,600 -

Sudeep Shah 40,000 -

Outstanding receivables included in:

Sundry Debtors 77,979,919 663,518

Man Projects Limited 2,007,162 590,952


Man Ratna Developers 110,811 72,566

Loans and Advances 5,529,556 28,013,449

Man Projects Limited - 28,013,449

Man Ajwani Infraconstruction Limited 4,155,626 -


Rent Deposits paid - 4,700,000

Parag K Shah - 350,000

Mansi P Shah - 350,000


Outstanding payables included in:

Sundry Creditors - Contractors/ Sub-contractors/Material 2,086,342 -

Conwood Pre-Fab Limited (Material) 156,800 -

Dynamix Man Pre-Fab Limited (Contractor) 1,929,542 -

Sundry Creditors - Retention 2,661,212 408,900

Conwood Pre-Fab Limited 196,620 408,900


(Credits and debits in the nature of reimbursement are not included above)


32

xiii) Details of Maximum dues from Companies under the same management for the year ended March 31, 2009 and year ended March 31, 2008 :


2007-2008 Rs.

i) Maximum Balances of Sundry Debtors:

Man Projects Limited 2,007,162 590,952ii) Maximum Balances of Loans & Advances:

Man Ajwani Infraconstruction Limited 4,155,626 - Man Projects Limited 28,821,230 37,973,789

xiv) Leases:

a) Operating Lease Payment:

The Company has taken various residential premises under cancellable operating leases. Lease rental expense in respect of operating leases : Rs. 5,011,035 (PY Rs.3,119,530)

b) Operating Lease – Receivables:

The Company has let out commercial premises under non-cancellable operating leases.

Gross block of assets let out on operating lease : Rs. 15,183,840 (PY NIL)

Accumulated depreciation as at 31st March, 2009 : Rs. 505,435 (PY NIL)

Depreciation charged during the year to the Profit and Loss Account : Rs. 505,435 (PY NIL)

Minimum Lease Income receivable in respect of non-cancellable operating leases:


2007-2008 Rs.

i. Receivable not later than 1 year 1,354,500 -ii. Receivable later than 1 year and not later than 5 years. 1,553,160 -

iii. Receivable later than 5 years NIL - Total 2,907,660 -

Lease rental income in respect of operating leases : Rs. 866,883 (PY Rs. 16,400)

xv) Earnings per share:

The following table sets forth the computation of basic and diluted earnings per share:

(Amount in Rs. except number of shares)Particulars 2008-2009 2007-2008Net profit for the year attributable to equity shareholders 738,614,622 323,697,202Less: Provision for taxation of earlier years 25,97,414 10,47,133

Less: Other Prior Period adjustments 4,883,364 -731,133,844 322,650,069

Weighted average number of equity shares of Rs.10 each used for the calculation of Earnings per share (Basic)

27,849,352 25,803,766

Weighted average number of equity shares of Rs.10 each used for the calculation of Earnings per share (Diluted)

27,849,352 25,803,766

Earnings per share - Basic 26.25 12.50

Earnings per share - Diluted 26.25 12.50

33

xvi) Disclosure required pursuant to Accounting Standard 22 - “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India is as under:


2007-2008 Rs.

Deferred Tax Liability

Depreciation on fixed assets (11,946,857) (4,597,107)Total (11,946,857) (4,597,107)

Deferred Tax Assets

Employee Benefits 2,358,067 4,675,695Provision for Diminution in the value of Investments - 4,597,963

Others - -

Total 2,358,067 9,273,658

Net Deferred Tax (Liability)/Asset (9,588,790) 4,676,551

xvii) Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.



34

BalanceSheetaBStractandcompany’SGeneralBuSineSSprofile(SubmittedintermsofpartiVofScheduleViofthecompaniesact,1956)

i. registrationdetails RegistrationNo. U 7 0 2 0 0 M H 2 0 0 2 P L C 1 3 6 8 4 9

StateCode 1 1

BalanceSheetDate 3 1 0 3 2 0 0 9

ii. capitalraisedduringtheyear(amountinrs.‘000) PublicIssue RightsIssue

N I L N I L

BonusIssue PrivatePlacement N I L 2 3 0 0 0

iii. positionofmobilisationanddeploymentoffunds(amountinrs.‘000) TotalLiabilities TotalAssets 2 6 3 2 2 8 7 2 6 3 2 2 8 7

Sourcesoffunds Paidupcapital Reserves&Surplus 2 9 2 4 9 9 2 3 3 0 1 9 9

Securedloans Unsecuredloans

N I L N I L

ShareApplicationMoney DeferredTaxLiability

N I L 9 5 8 9

applicationoffunds NetFixedAssets Investments

8 4 0 7 1 5 4 2 6 6 0

NetCurrentAssets Misc.Expenditure

1 7 4 0 5 5 5 8 3 5 7 DeferredTaxAsset

N I L

iV. performanceofcompany(amountinrs.‘000) Turnover/Income TotalExpenditure

5 2 2 2 5 1 7 4 0 6 1 1 8 4

Profit Before Tax Profit After Tax 1 1 5 6 5 1 0 7 3 8 6 1 4

EarningsPerShareinRs. DividendRs.

+ 2 6 . 2 5 4 . 0 0

V.Genericnameofprincipalproducts/Servicesofcompany(aspermonetaryterms)

ItemCodeNo.(ITCCode) 5 0 0

ProductDescription C I V I L C O N S T R U C T I O N


35

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956RELATING TO SUBSIDIARY COMPANY

1. Name of the Subsidiary Company : Man Projects Limited

2. The financial year of the Subsidiary Company Ended on : 31st March 2009

3. Extent of interest of Man Infraconstruction Limited in the capital : 324998 (64.9996%) of the Subsidiary at the End of the financial year of the Subsidiary

4. The net aggregate amount of Profit/Loss of the Subsidiary so far as it concerns the members of Man Infraconstruction Limited

a) Not dealt with in the Company’s account For the year ended 31st March 2009

Amounted to

i) For the Subsidiary’s financial year Ended as in (2) above : Rs. 81,422,696

ii) For the previous financial years of the Subsidiary since : Rs.24,08,190 it became the holding Company’s Subsidiary

b) Dealt with in Company’s accounts for the Year ended 31st March 2009 : N.A Amounted to

i) For Subsidiary’s financial year Ended as in (2) above

ii) For the previous financial years Of the Subsidiary since it became The holding Company’s Subsidiary:

5. The provisions of Section 212(5) of the Companies Act, 1956 : N.A are not applicable as the financial year Of the Subsidiary Company coincides with That of the Company.

For and on behalf of the Board of Directors PARAG K SHAH SUKETU R SHAH Managing Director Executive Director

DURGESH DINGANKAR Company Secretary

Place: MumbaiDated: 18th May,2009


36

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY

1. Name of the Subsidiary Company : Man Ajwani Infraconstruction Limited

2. The financial year of the Subsidiary Company Ended on : 31st March 2009

3. Extent of interest of Man Infraconstruction Limited in the : 32,000 (64%) capital of the Subsidiary at the End of the financial year of the Subsidiary

4. The net aggregate amount of Profit/Loss of the Subsidiary so far as it concerns the members of Man Infraconstruction Limited

a) Not dealt with in the Company’s account For the year ended 31st March 2009 Amounted to

i) For the Subsidiary’s financial year : (Rs. 72,410) Ended as in (2) above

ii) For the previous financial years of the Subsidiary : Nil since it became the holding Company’s Subsidiary

b) Dealt with in Company’s accounts for the : N.A Year ended 31st March 2009 Amounted to

i) For Subsidiary’s financial year Ended as in (2) above

ii) For the previous financial years Of the Subsidiary since it became The holding Company’s Subsidiary:

5. The provisions of Section 212(5) of the Companies : N.A Act, 1956 are not applicable as the financial year Of the Subsidiary Company coincides with That of the Company.

For and on behalf of the Board of Directors PARAG K SHAH SUKETU R SHAH Managing Director Executive Director

DURGESH DINGANKAR Company Secretary

Place: MumbaiDated: 18th May,2009

37

MAN PROJECTS LIMITED


Board of DirectorsParag K. Shah - Managing Director

Suketu R. Shah - Director

Paresh R. Thakur - Director

Auditors:Shaparia & Mehta

Chartered Accountants

Bankers:Bank of Baroda

ICICI Bank Ltd.

Standard Chartered Bank

Registered office:12th Floor, Krushal Commercial Complex,

Above Shopper’s Stop,

G. M. Road, Chembur (West),

Mumbai – 400 089

2nd Annual Report 2008-09

38

DIRECTORS’ REPORT

TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the Second Annual Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2009.

1. FINANCIAL RESULTS:

Particulars 01-04-2008 to 31-03-2009

(Rs. In Lacs)

14-07-2007 to 31-03-2008 (Rs. In Lacs)

Work Done /Professional Fees 8077.92 892.10

Profit before depreciation and tax 1973.72 73.83

Less: Depreciation 47.32 15.46

Profit before Tax 1926.4 58.37

Less: Income Tax 671.74 17.26

Fringe Benefit Tax 0.81 0.37

Deferred Tax (Liability)/ Asset (6.42) 0.60

Profit after Tax 1260.27 40.14

Less : Short /(Excess) Provision for Taxation of earlier years (0.76) -

Add : Other prior period adjustments 2.04 -

Add : Balance in Profit and Loss account brought forward 40.14 -

Balance available for appropriation 1,301.69 40.14

APPROPRIATION

Corporate Dividend Tax - -

Bonus shares issued - -

General Reserve - -

Balance carried forward to Balance Sheet 1301.69 40.14

2. DIVIDEND:

Your Directors have thought it prudent to not recommend any Dividend for the period ended 31st March 2009 with a view to augment financial resources for future operations of the Company.

3. DIRECTORS

During the period under review, Mr. Parag K. Shah was appointed as the Managing Director of the Company and Mr. Suketu P. Shah has resigned from the Board w.e.f. August 07, 2008. At forthcoming second Annual General Meeting of the Company, Mr. Suketu R. Shah shall retire and being eligible, he has offered himself for re-appointment.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have approved such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended 31st March, 2009 and of the profit of the Company for that year;

39



(iv) that the Directors have prepared the annual accounts on a going concern basis.

5. AUDITORS

M/s Shaparia & Mehta, Chartered Accountants were appointed as Statutory Auditors of the Company in last Annual General Meeting and the said appointment will expire at the forthcoming Annual General Meeting. The said Auditors are eligible for re-appointment and have expressed their willingness to act as Auditors of the Company, if appointed. The Company has received a certificate from the said Auditors confirming that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

6. AUDITORS’ REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the period ended 31st March, 2009, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

7. FIXED DEPOSITS

The Company has not accepted any Deposit from the public during the period under review.

8. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there were no employees drawing salary of Rs. 24,00,000/- or more per annum where employed throughout the period under review or Rs. 2,00,000/- or more per month where employed for part of the year.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

A Report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Technology Absorption etc. is attached herewith and forms part of this report.

10. SECRETARIAL COMPLIANCE CERTIFICATE

M/s Rathi & Associates, Company Secretaries were appointed to conduct Secretarial Compliances Audit under Section 383A of Companies Act, 1956 for issuing Compliance Certificate for the period ended March 31, 2009. A certificate issued by the said Firm is attached herewith.

11. ACKNOWLEDGMENT

The Board acknowledges with thanks the support given by the Government, Bankers, Financial Institutions, Shareholders, Vendors and Employees at all levels and looks forward to their continued support.


Place: Mumbai Parag K. Shah Paresh R. Thakur Date: 12 May, 2009 Managing Director Director


40


[DISCLOSURES OF INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988]

A. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Wherever possible; your company took steps to conserve energy. Your Company did not acquire any technology during the financial year.

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. NIL on Revenue Account & Rs. NIL on Capital Account

(ii) Foreign Exchange Inflow Rs. NIL


Place: Mumbai Parag K. Shah Paresh R. Thakur Date: 12 May, 2009 Managing Director Director

41


SECRETARIAL COMPLIANCE CERTIFICATE FOR THE YEAR ENDED 31st MARCH 2009 IN RESPECT OF MAN PROJECTS LIMITED.CIN No. of the Company: U45200MH2007PLC172365

Nominal Capital: Rs. 50,00,000/-

Paid up Capital: Rs. 50,00,000/-

To, The Members, Man Projects Limited Mumbai.

We have examined the registers, records, books and papers of MAN PROJECTS LIMITED (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2009 (financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid period:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.

3. The Company, being a public limited company, comments are not required.

4. The Board of Directors duly met Six times respectively on 9th June, 2008, 1st August, 2008, 7th August, 2008, 23rd September, 2008, 18th December, 2008 and 19th March, 2009 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company was not required to close its Register of Members during the financial year.

6. The Annual General Meeting for the financial year ended on 31st March, 2008 was held on 14th July, 2008 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. Two extra ordinary general meeting were held during the financial year after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under Section 295 of the Act.

9. The Company has duly complied with the provisions of Section 297 of the Act in respect of the contracts specified in that Section.

10. The Company has made necessary entries in the Register maintained under Section 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from Board of Directors, members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. (i) The Company has delivered all the certificates on allotment of securities and on lodgment thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act

(ii) The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.

(iii) The Company was not required to post warrants to any member of the Company as no dividend was declared during the financial year.

(iv) The Company was not required to transfer any amount to the Investor Education and Protection Fund.

(v) The Company has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year.

15. The appointment of Managing Director has been made in compliance with the provisions of Section 269 read with Schedule XIII of the Act.

16. The Company has not appointed any sole selling agents during the financial year.


42

17. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares, debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares/debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loans from public falling within the purview of Section 58A and Rules framed there under during the financial year.

24. The amount borrowed by the Company from directors, members, public, financial institutions, banks and others during the financial year ended 31st March, 2009 are within the borrowing limits of the Company and that necessary resolutions as per Section 293(1)(d) of the Act have been passed in duly convened Extra Ordinary General Meeting.

25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’s registered office from one State to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of Memorandum with respect to name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. There was/were no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has deposited both employee’s and employer’s contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

For RATHI & ASSOCIATES COMPANY SECRETARIES

(HIMANSHU KAMDAR) PARTNERPlace: Mumbai C P No.:3030 Date: 12th May, 2009 FCS No.:5171

43


ANNExuRES TO ThE COMPLIANCE CERTIfICATE

“Annexure A”Statutory Registers as maintained by the Company

1. RegisterofMembersu/s.150

2. RegisterofDirectors,ManagingDirector,ManagerandSecretaryu/s.303

3. RegisterofDirectorsShareholdingsu/s.307

4. RegisterofDisclosuresofInterestbyDirectorsu/s.301(3)

5. RegisterofApplicationandAllotment

6. RegisterofContractsu/s301

7. RegisterofChargesu/s143

OtherRegisters

1. RegisterofTransfers

“Annexure B”FormsandReturnsasfiledbytheCompanywithRegistrarofCompanies,RegionalDirector,CentralGovernmentorotherauthoritiesduringthefinancialperiodended31stMarch2009.

S r .No.

FormNo./Return

FiledunderSection

For DateofFiling

Whetherfiledwithinprescribed

timeYes/No

Ifdelayinfiling

whetherrequisiteadditionalfeepaidYes/No

1. FormNo.23AC 220 Balancesheetasat31stMarch,2008 08.08.2008 Yes N.A

2. FormNo.23ACA 220 Profit & Loss Account for the period ended 31stMarch,2008

08.08.2008 Yes N.A

3. FormNo:20B 159 AnnualReturnupto14thJuly,2008 08.08.2008 Yes N.A4. FormNo.66 383A SecretarialComplianceCertificatefortheperiod

ended31stMarch,200808.08.2008 Yes N.A

5. Form-32 303(2) ResignationofMr.SuketuP.ShahasDirectoroftheCompanywitheffectfrom7thAugust,2008.

06.09.2008 Yes N.A

6. Form-32 303(2) AppointmentofMr.ParagKishoreShahasManagingDirectoroftheCompanyW.e.f.1stAugust,2008.

27.08.2008 Yes N.A

7. Form23 192 AppointmentofMr.ParagKishoreShahasManagingDirectoroftheCompanyintheBoardMeetingheldon7thAugust,2008.

27.08.2008 Yes N.A.

8. Form23 192 AppointmentofMr.ParagKishoreShahasManagingDirector of the Company in the Extra AnnualGeneralMeetingheldon18thAugust,2008.

27.08.2008 Yes N.A.

9. Form25C 269(2) AppointmentofMr.ParagKishoreShahasManagingDirectoroftheCompanyW.e.f.1stAugust,2008.

30.08.2008 Yes N.A

10. Form23 192 Authority to Board of Directors to sell, lease orotherwise dispose of the whole of substantiallywholeoftheundertakingpursuanttoSection293(1)(a)andtoborrowmoneysuptoanaggregateofRs.10,00,00,000/-pursuanttoSection293(1)(d)oftheAct.

24.04.2008 Yes N.A


44

AUDITORS REPORT

We have audited the attached Balance Sheet of MAN PROJECTS LTD as at 31st March, 2009 and also the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004 (together the ‘Order’) issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956 of India and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments, in the annexure referred to in Paragraph 1 above, we report that:-

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts have been kept by the company as required by law so far, as appears from our examinations of the books.

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the Directors as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with notes and significant accounting policies thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) in the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2009.

ii) in the case of the Profit & Loss Account of the Profit for the period ended 31st March, 2009.

iii) in the case of cash flow statement, of the cash flow for the year ended on that date.

For SHAPARIA & MEHTAChartered Accountants

SANJIV B. MEHTAPartner

Membership No. 34950

Place : MumbaiDated : 12th May, 2009

45


ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH (4) OF OUR REPORT OF EVEN DATE

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of the fixed assets. [Paragraph 4(i)(a)]

(b) Part of the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. [Paragraph 4(i) (b)]

(c) During the year the Company has not disposed off substantial part of fixed assets [Paragraph 4(i) (c )]

2. (a) As explained to us, the inventory of the Company has been physically verified during the year by the management under a perpetual inventory system. In our opinion the frequency of verification is reasonable. [Paragraph 4(ii)(a)]

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. [Paragraph 4(ii) (b)]

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. [Paragraph 4(ii) (c )]

3. (a) During the year the Company has not granted Unsecured loans to any parties covered in the register maintained under Section 301 of the Companies Act, 1956. [Paragraph 4(iii)(a)]

(b) The Company had taken unsecured loans from two parties covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.465 lakhs and Rs. NIL respectively. [Paragraph 4(iii)(b)]

(c) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii) (c )]

(d) The Company is regular in repaying the principal amounts as stipulated. [Paragraph 4(iii) (d )]

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and with regard to the provision of services. During the course of our audit, we have not observed any major weaknesses in internal controls. [Paragraph 4(iv)]

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been so entered.[Paragraph 4(v)(a)]

(b) In our opinion and according to information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available. [Paragraph 4(v)(b)]

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

7. The company has no formal internal audit system as such, but its control procedures ensure reasonable internal checking of its financial and other records. [Paragraph 4(vii)]

8. According to the information and explanation given to us, maintenance of cost records have not been prescribed by the Central Government under section 209(1) (d) of the Act. [Paragraph 4(viii)]

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including, income tax, service tax and other material statutory dues applicable to it. [Paragraph 4(ix) (a))]

(b) There are no dues of income tax and service tax that have not been deposited on account of any dispute [Paragraph 4(ix)(b)]

10. The Company has no accumulated losses as at March 31, 2009 and it has not incurred any cash losses in the financial year ended on that date. [Paragraph 4(x)]

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. [Paragraph 4(xi)]


46

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. [Paragraph 4(xii)]

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund, societies are not applicable to the company. [Paragraph 4(xiii)]

14. The Company has not invested in shares and other investments. [Paragraph 4(xiv)]

15. On the basis of information and explanation given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4 (xv)

16. The Company has not obtained/availed any term Loans during the year. [Paragraph 4(xvi)]

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. [Paragraph 4(xvii)]

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

19. In our opinion and according to information and explanation given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly provisions of clause 4(xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company. [Paragraph 4(xix)]

20. During the period covered by our audit report, the Company has not raised any money by public issues. [Paragraph 4(xx)]

21. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. [Paragraph 4(xxi)]

FOR SHAPARIA & MEHTA CHARTERED ACCOUNTANTS

SANJIV B. MEHTA PARTNER MEMBERSHIP NO.: 34950

PLACE : MUMBAI

DATED : 12th May, 2009

47


BALANCE SHEET AS AT 31st MARCH, 2009

Sch.No. As at



SOURCES OF FUNDS1. Shareholders’ Funds Share Capital 1 5,000,000 5,000,000 Reserve & Surplus 2 130,168,896 135,168,896 4,013,918 9,013,918 2. Loan Funds Unsecured Loans 3 - 46,504,709 Secured Loans 4 8,942,348 8,942,348 33,846,720 80,351,429 3. Deferred Tax Liability - 60,154

144,111,244 89,425,501 APPLICATION OF FUNDS1. Fixed Assets 5 Gross Block 26,026,614 30,004,921 Less: Depreciation 6,096,064 1,545,810 Net Block 19,930,550 28,459,111 Capital Work in Progress - 19,930,550 26,882,556 55,341,667 2. Investments - - 3. Deferred Tax Asset 581,630 - 3. Current assets, loans and advances Income Receivable 395,811 - Inventories 6 2,383,396 25,705,450

Cash & Bank Balances 7 103,281,254 6,917,488

Sundry Debtors 8 95,007,370 17,815,913

Loans, Advances & Deposits 9 16,182,460 14,487,549

Total Current Assets 217,250,291 64,926,400

Less: Current Liabilities And Provision :

Current Liabilities 10 78,827,946 30,432,221

Provisions 11 14,823,281 410,345

Total Current Liabilities 93,651,227 30,842,566

Net Current Assets 123,599,064 34,083,834

4. Miscellaneous Expenditure: 12 - -

(to the extent not written off )

Preliminary Expenditure 144,111,244 89,425,501

Significant Accounting Policies and Notes forming part of the Accounts

19

As per our report of even date FOR SHAPARIA & MEHTA FOR MAN PROJECTS LIMITED Chartered Accountants

SANJIV MEHTA PARAG K SHAH PARESH R THAKUR Partner Managing Director Director (Membership No.34950) Place: Mumbai Place: Mumbai Dated: 12th May 2009 Dated: 12th May 2009


48

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2009

Particulars Sch.No.For the year ended


31st March, 2008Rs. Rs. Rs. Rs.

Income

Contract Revenue 13 807,792,178 89,210,000

Less: VAT 30,918,239 776,873,939 2,042,477 87,167,523

Closing Work in Progress - 19,125,690

Other Income 14 3,258,749 38,644

780,132,688 106,331,857

Expenditure

Opening Work in Progress 19,125,690 -

Material Consumed 15 196,594,802 25,898,141

Sub Contract / Labour Charges 306,846,924 59,512,195

Other Direct Cost 16 18,610,200 5,438,800

Administrative & General Expenses 17 34,721,014 5,597,149

Depreciation 4,732,680 1,545,810

Finance Charges 18 6,861,857 2,502,631

Profit Before Tax 192,639,521 5,837,131

Less:- Provision for Wealth Tax - -

Provision for Fringe Benefit Tax 80,594 37,000

Provision for Current Tax 67,173,981 1,726,059

Provision for Deferred Tax (641,784) 60,154

Profit After Tax 126,026,730 4,013,918

Less:- Short/(Excess) Provision for Income Tax of Earlier years 76,458 -

Add : Prior Period Adjustment 204,706 -

126,154,978 4,013,918

Add : Balance Brought Forward From Earlier Year 4,013,918 -

Profit Available for Appropriation 130,168,896 4,013,918

Less: Transfer to General Reserve - -

Balance Carried to Balance Sheet 130,168,896 4,013,918

Earnings per share (Equity shares, Face value Rs.10 each)

- Basic EPS (Not Annualised) 252.31 8.03

- Diluted EPS (Not Annualised) 252.31 8.03


19



49


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2009

ParticularsFor the Year Ended

31st March, 2009For the Year Ended

31st March, 2008

Rs. Rs.

A. Cash Flow from Operating Activities

Net Profit Before Tax 192,639,521 5,837,131

Adjustments for :

Prior period adjustments 22,280 -

Depreciation 4,732,681 1,545,810

Preliminary Expenses Written off - 145,400

Finance Expenses 6,861,857 2,502,631

Loss on Sale of Assets 983,210 -

Interest Income (3,252,571) -

Dividend Received - (34,271)

Operating Profit/(Loss) before Working Capital Changes 201,986,978 9,996,701

Adjustments for :

(Increase)/decrease in Sundry Debtors (77,191,444) (17,815,913)



(Increase)/decrease in Other Current Assets (395,811) -


Cash Generated from/(used in ) Operations 197,452,587 (16,944,376)

Less: Taxes Paid 55,948,107 1,988,328

Net Cash from /(used in ) Operating Activities 141,504,480 (18,932,704)



Sale of Fixed Assets (Including Capital Work in Progress) 33,399,346 -

Purchase of Investments - (7,500,000)

Sale of Investments - 7,500,000

Interest Credited to Profit and Loss Account 3,252,571 -

Dividend received - 34,271



50

ParticularsFor the Year Ended

31st March, 2009For the Year Ended

31st March, 2008

Rs. Rs.


Proceeds from issuance of Share Capital - 5,000,000

Finance Expenses (6,861,857) (2,502,631)

(Repayment) / Proceeds from Secured Loan (24,904,372) 33,846,720

(Repayment) / Proceeds from Unsecured Loan (46,504,709) 46,504,709

Preliminary Expenses incurred - (145,400)

Net Cash (used in)/realised from Financing Activities (78,270,938) 82,703,398

Net increase/(decrease) in Cash and Cash equivalents (A+B+C) 96,363,766 6,917,488

Cash and Cash equivalents as at 1st April, 2008 6,917,488 -

Less : (Decrease) /Increase as above 96,363,766 6,917,488

Cash and Cash equivalents as at 31st March, 2009 103,281,254 6,917,488



51


SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH , 2009Particulars As at



SCHEDULE `1’

SHARE CAPITAL

Authorised

500,000 Equity Shares of Rs. 10 each 5,000,000 5,000,000

Issued , Subscribed & Paid up Capital

500,000 Equity Shares of Rs. 10 each fully paid up 5,000,000 5,000,000

(Of the above 324,998 shares are held by the holding company Man Infraconstruction Limited)

5,000,000 5,000,000

SCHEDULE `2’RESERVES & SURPLUSProfit & Loss Account 4,013,918 - Add : Transferred from Profit & Loss Account 126,154,978 4,013,918

130,168,896 4,013,918

SCHEDULE `3’UNSECURED LOANSMan Infraconstruction Limited - 28,013,449 Thakur Infraprojects Private Limited - 18,491,260

- 46,504,709

SCHEDULE `4’SECURED LOANSTerm Loan from HDFC Bank 1,210,401 1,842,082 (Secured by hypothecation of Machinery)Term Loan from HDFC Bank 2,072,849 3,208,332 (Secured by hypothecation of Machinery)Term Loan from ICICI Bank - 19,826,160 (Secured by hypothecation of Machinery)Term Loan from ICICI Bank 2,168,366 3,437,042 (Secured by hypothecation of Machinery)Term Loan from ICICI Bank 3,490,732 5,533,104 (Secured by hypothecation of Vehicles)

8,942,348 33,846,720


52

SCHEDULE ‘6’INVENTORIESStock of Construction Materials 2,383,396 6,579,760 Work in Progress - 19,125,690

2,383,396 25,705,450

SCHEDULE ‘7’


Cash on Hand 232,444 210,000

Balance in Current Accounts with Scheduled Banks 26,651,310 6,707,488

Balance in Deposit Accounts with Scheduled Banks 76,397,500 -

103,281,254 6,917,488

SCHEDULE `8’

SUNDRY DEBTORS (CONSIDERED GOOD)

Debtors outstanding for a period exceeding 6 months - -

Other Debtors 35,590,520 35,590,520 16,743,475 16,743,475

Other Retention Debtors 59,416,850 1,072,438

95,007,370 17,815,913 Debts due by -I) Firms in which any director is a partner - -

II) Private companies in which any director is a director or a member 54,122,836 17,815,913

[ Maximum amount outstanding during the year Rs.164,019,649 (previous year Rs.37,576,048)]

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH , 2009SCHEDULE `5’

FIXED ASSETS

PARTICULARS GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

As at 1st April,

2008


year


year

As at 31st March,

2009

As at 1st April,

2008

Provided for the year


year

As at 31st March,

2009

As at 31st March,

2009

As at 31st March,

2008Tangible Assets

Office Premises - - - - - - - - - -

Plant and Machineries 22,311,942 1,975,819 7,500,000 16,787,761 819,845 2,271,961 182,426 2,909,380 13,878,381 21,492,096

Furniture & Fixtures 105,860 38,300 - 144,160 6,310 137,850 - 144,160 - 99,550

Office Equipment - - - - - - - - - -

Computers 186,918 94,000 - 280,918 33,870 86,108 - 119,978 160,940 153,048

Vehicle Commerical 7,317,275 1,331,860 - 8,649,135 677,748 2,196,564 - 2,874,312 5,774,823 6,639,527

Vehicle Others 82,926 81,714 - 164,640 8,036 40,198 - 48,234 116,406 74,890

Total 30,004,921 3,521,693 7,500,000 26,026,614 1,545,809 4,732,681 182,426 6,096,064 19,930,550 28,459,111

Intangible Assets - - - - - - - - - -

Total - - - - - - - - - -

Grand Total 30,004,921 3,521,693 7,500,000 26,026,614 1,545,809 4,732,681 182,426 6,096,064 19,930,550 28,459,111

Previous year - 30,004,921 - 30,004,921 - 1,545,810 - 1,545,810 28,459,111 -

53


SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH , 2009

Particulars As at



SCHEDULE `9’LOANS, ADVANCES & DEPOSITS (ASSETS)i) Loans to Staff 4,350 23,500 ii) Deposits 11,466,034 11,228,484 iii) Advances recoverable in cash or for value to be received Advances : - to Supplier 3,808,403 40,000 - for expenses - 10,000 - for capital items - 1,043,358 Prepaid Expenses 428,983 1,206,382

Income Tax Paid ( net of provision) - 243,613 TDS on Advances 474,690 - MVAT Refund Receivable - 4,712,076 692,212 3,235,565

16,182,460 14,487,549 Loans and advances due from : Private companies in which any director is a director or a member 11,500,000 10,000,000

[ Maximum amount outstanding during the year Rs.20,000,000

(previous year Rs.10,000,000)]

SCHEDULE ‘10’CURRENT LIABILITIESi) Advances Advances From Customer 20,948,380 20,948,380 2,000,000 2,000,000 ii) Sundry Creditors For Contracts 28,314,889 15,107,534 For Goods 10,341,410 3,596 For Expenses 2,726,907 1,211,928 For Capital Items 1,463 8,543,750 For Retention 11,902,432 53,287,101 2,164,868 27,031,676 iii) Other Current Liabilities 4,592,465 1,400,545

78,827,946 30,432,221

SCHEDULE ‘11’

PROVISIONSProvision for taxation (net of advance tax) 11,632,360 18,344 Employee benefits 3,190,921 392,001

14,823,281 410,345

SCHEDULE ‘12’Miscellaneous Expenditure: (to the extent not written off or adjusted) Preliminary Expenditure Incurred during the year - 145,400 Less: Amortized during the year - 145,400

- -


54

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2009

For the year ended 31st March, 2009


Rs. Rs. Rs. Rs. Schedule `13’ CONTRACT REVENUE Infrastructure Projects 807,792,178 89,210,000 807,792,178 89,210,000 Schedule `14’ OTHER INCOME Dividend from Mutual Fund - 34,271 Balance Written Back 4,928 4,001 Interest on Fixed Deposit 3,244,252 - (Tds Rs.545,725 , Previous Year Rs.Nil) Discount Received 1,250 - Interest on Staff Loan 8,319 372 3,258,749 38,644

Schedule `15’ MATERIALS CONSUMED Opening Stock 6,579,760 - Add: Purchases 178,252,336 27,514,227 184,832,096 27,514,227 Add : Carriage in-wards 14,146,102 4,963,674 Less : Closing Stock 2,383,396 6,579,760 196,594,802 25,898,141

Schedule `16’ OTHER DIRECT COST Electricity Charges - Site 1,439,437 53,970 Fuel Mahinery 11,684,531 2,983,366 Hiring Charges 3,101,756 1,876,560 Lease / Rent Land 194,615 80,390 Royalty Charges - 14,025 Security Charges 732,856 104,329 Rates & Taxes 644,293 288,630 Indirect Tax 261,035 - Site Expenses 335,971 - Testing Charges 168,400 34,650 Water Charges 47,306 2,880 18,610,200 5,438,800

55


SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2009



Rs. Rs. Rs. Rs. Schedule `17’ ADMINISTRATIVE & GENERAL EXPENSES Salaries , Wages and Bonus 21,079,447 2,987,846 Contribution to Provident and other Funds 571,088 71,902 Workmen and Staff Welfare Expenses 2,176,627 745,112 Printing & Stationery 251,475 51,596 Postage & Telephone Expenses 337,947 95,952 Miscellaneous Expenses 66,131 84,947 Office Expenses 77,330 121,860 Rates, Taxes & Duties 6,105 22,000 Repairs - Plant & Machinery 1,857,887 170,204 Repairs - Others 17,712 51,125 Travelling & Conveyance Expenses 1,155,036 263,309 Statutory Audit Fees 75,000 25,000 Advertisement & Publication 2,000 - Balance Written off - 996 Brokerage - 15,464 Donations 3,225,951 40,000 Insurance Charges 1,236,599 239,881 Interest on Taxes 28,502 4,067 Loss on Sale of Crusher Plant 983,210 - Professional Fees 869,520 160,200 Rent 695,347 297,088 R O C Fees 5,000 3,200 Society Maintenance Fees 3,100 - Preliminary Expenses Written Off - 145,400 34,721,014 5,597,149 SCHEDULE ‘18’ FINANCE CHARGES Bank Charges 2,210,387 15,847 Interest on Secured Loan 1,301,743 591,685 Stamp Duty Expenses 450,000 - Interest on Unsecured Loan 2,899,727 1,895,099

6,861,857 2,502,631


56

SCHEDULE – ‘19’


A. SIGNIFICANT ACCOUNTING POLICIES-1. Background

Man Projects Limited is a company registered under the Companies Act, 1956. The Company was incorporated on 14th July,2007 and commenced its business from 27th July, 2007. The company is engaged in the business of Civil Construction.

Out of total Paid up Share Capital of 500,000 shares of Rs. 10 each, 324,998 shares of Rs. 10 each are held by Man Infraconstruction Limited (MICL) as at 31st March, 2009 and hence MICL is the holding company of Man Projects Limited.

2. Method of accounting:

The accounts are prepared on accrual basis following historical cost convention in accordance with the Generally Accepted Accounting Principles (GAAP) applicable in India comprising the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956.

3. Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from those estimates. Any revision to accounting estimates is recognized in accordance with the requirements of the respective accounting standard.

4. Fixed Assets:

Fixed Assets are stated at cost of acquisition including expenses incurred for freight duties, taxes, installation expenses and other directly attributable cost of bringing the assets to their working condition for intended use. Fixed Assets register is maintained by the assessee.

5. Depreciation:

Depreciation on all assets is provided on Written Down Value method, at the rates and manner prescribed in Schedule XIV to the Companies (Amendment) Act, 1988, read with section 205 (2)(a) of the Companies Act, 1956. The Depreciation is calculated on Single shift basis.

6. Revenue Recognition:

a. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

b. Accounting Policy in respect of revenue recognition for construction contracts.

Revenue is recognized as per Accounting Standard 7 in respect of revenue recognition for construction contracts


c. Dividends

Revenue is recognized when the company’s right to receive payment is established by the balance sheet date.

7. Expenses Recognition

Allocation of direct expenses is done by identifying those expenses which have a direct nexus to the project.

57


8. Inventories

a. Raw Materials, construction materials and stores & spares are valued at lower of cost and net realisable value.


9. Provision and contingent liabilities:

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities, if any, are stated separately by way of a note.

10. Retirement Benefits:

a. Contribution to defined schemes such as Provident Fund is charged to the Profit & Loss Account on an accrual basis.

b. Long term compensated absences and Leave Encashments were earlier encashable. However as per revised HR policy of the Company, they are no longer encashable. Hence actuarial valuation of the same has not been carried out.

c. Gratuity liability is a defined benefit obligation and is provided based on actuarial valuation at the end of each financial year, carried out by an independent actuary.

d. Actuarial gains / losses are immediately taken to the profit and loss and are not deferred.

11. Accounting For Leases:

Rental income and expenses arising out of arrangements in the nature of operating leases, where risks and rewards incident to ownership of an asset substantially vests with the leasor, are credited or charged to profit & loss account. Initial direct cost is charged of to Profit & Loss account in the year of lease.

12. Earnings per Share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

13. Taxes on Income:

I. Provision for Taxation is made on the basis of taxable profits computed for the current accounting period (reporting period) in accordance with the Income Tax Act, 1961;

II. Deferred Tax is calculated at the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date and is recognized on timing difference that originate in one period and are capable of reversal in one or more subsequent periods. Where there is unabsorbed carry forward business losses or depreciation, deferred tax assets are recognized only if there is virtual certainty of realization of such assets. Other deferred tax assets are recognized only to the extent that there is a reasonable certainty of realization in future.

14. Impairments:


The accounting policies are furnished only to the extent applicable to the Company.


58

B. NOTES ON ACCOUNTS-

1. The accounts are prepared for the period 01.04.2008 to 31.03.2009. Since the Company was incorporated only in the Financial year 2007-2008, the corresponding figures for the previous year are not strictly comparable since the same are for the period 14.07.2007 to 31.03.2008.

2. Employee Benefits:

a) Gratuity (defined benefit plans) is determined using the Projected Unit Credit Method with actuarial valuations being carried out by third party actuaries at each balance sheet date.


(a) Discount Rate (per annum) : 07.2 %

(b) Annual Increase in Salary : 12.0 % ( First five years ) 06.0 % (Thereafter)

(c) Attrition Rate : 12.0 %

(d) Mortality : Standard table LIC (1994-96)

The estimates of future salary increases, considered in actuarial valuation, take accounts of inflation and general trend in salary rise.

b) The Company’s defined benefit plan consists of Gratuity as per the Gratuity Act 1972. The Company has not funded the liability as on March 31, 2009. The amounts recognized in the financial statements are as follows:

Year ended 31st March, 2009

Year ended 31st March, 2008

Particulars Defined benefit Plan Gratuity

Defined benefit Plan Gratuity

Rs. Rs.

1 Amounts in the balance sheet:Liabilities 696,839 80,885Assets - -Net Liability 696,839 80,885Present value of unfunded obligations 696,839 80,885

2 Amounts in the Profit and Loss Account:Current service cost 595,100 80,885Interest on obligation 5,682 -Net actuarial losses/ (gains) recognized in the year 25,419 -Total, included in ‘employee benefit expense’ 626,201 80,885

3 Reconciliation of defined benefit Obligation - -Opening defined benefit Obligation 80,885 -Obligation adjusted against revenue reserve and surplus - -Current Service cost 595,100 80,885Interest cost 5,682 -Actuarial Losses / (gains) 25,419 -Benefits Paid 10,247 -Closing Defined Benefit obligation 696,839 80,885

59


3. Contingent Liabilities:

Estimated amount of Contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Nil ( P.Y. Rs. 360,789).

Bank Guarantees given to clients Rs.77,650,000 (NIL as at 31.03.2008). The Company has pledged fixed deposits of Rs. 12,397,500 ( P.Y. Nil) with the bank as security for the above bank guarantees.

The Company has also been sanctioned bank overdraft facility by its bankers. Both the overdraft facility and Non- fund based facilities are further secured by way of First charge on the stock and book debts of the Company, Corporate Guarantee of Man Infraconstruction Limited (The Holding Company) and personal guarantee of the three directors of the Company

4. In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

5. As per the information available with the Company, none of the creditors qualify as supplier under The Micro, Small and Medium Enterprises Development Act, 2006 “the Act” and accordingly no disclosure is made u/s 22 of “the Act”.

6. Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period:

Auditors’ remuneration 2009 2008Statutory Audit Fees 35,000 25,000Tax Audit Fees 15,000 -Taxation matters 25,000 -Company Law Matters - -Other Services - 5,000Service tax on Auditors Remuneration 7,725 3,708Total 82,725 33,708

7. Value of imported and indigenous raw materials

Particulars Year ended 31st March 2009

Value

Year ended 31st March 2008

Valuea) Imported - -b) Indigenous 178,252,336 27,514,227 CIF Value of Imports - - Expenditure in Foreign Currency - -

8. Earnings per share:

The following table sets forth the computation of basic and diluted earnings per share:Particulars Year ended

31st March , 2009Year ended

31st March , 2008Net profit for the year attributable to equity shareholders 126,154,978 4,013,918

126,154,978 4,013,918

Weighted average number of equity shares of Rs.10 each used for the calculation of Earnings per share (Basic)

500,000 500,000


500,000 500,000

Earnings per share - Basic 252.31 8.03 Earnings per share - Diluted 252.31 8.03


60

9. Related Parties


Holding Company Man Infraconstruction LimitedAssociate Company Thakur Infraproject Private Limited

1. Key Management Personnel & Relatives : Key Management personnel - Managing Director Parag K Shah (appointed w.e.f. August 7,2008) - Directors Paresh R Thakur (appointed w.e.f. July 14, 2007)

Suketu R Shah (appointed w.e.f. July 14, 2007)

Suketu P Shah (resigned w.e.f. August 7, 2008) - Relatives Prashant R Thakur Ram C Thakur 2. Enterprises in which Key Management Personnel and/ or their relatives have Significant Influence: Thakur-Mhatre-Unity JV

b) Related Party Transactions :Particulars For the year ended For the year ended

31st March 2009 31st March 2008Advance Received 1,000,000 6,600,000

Thakur Infraproject Pvt.Ltd. 1,000,000 6,600,000Advance adjusted 3,000,000 4,600,000

Thakur Infraproject Pvt.Ltd. 3,000,000 4,600,000 Loan taken during the year 21,250,000 64,500,000

Man Infraconstruction Ltd 14,250,000 46,500,000Thakur Infraproject Pvt.Ltd. 7,000,000 18,000,000

Loan repaid during the year 66,250,000 19,500,000Man Infraconstruction Ltd 41,250,000 19,500,000Thakur Infraproject Pvt. Ltd. 25,000,000 -

Interest on Loan Provided 2,899,727 1,895,099Man Infraconstruction Ltd 1,764,000 1,276,384Thakur Infraproject Pvt.Ltd. 1,135,727 618,715

Security Deposit paid - 10,000,000Thakur Infraproject Pvt.Ltd. - 10,000,000

Fixed Assets purchased - 10,125,000Man Infraconstruction Ltd - 1,687,500Thakur Mhatre-Unity JV - 8,437,500

Fixed Assets Sold 30,397,605 -Thakur Infraproject Pvt.Ltd. 30,397,605 -

Equity shares allotted - 4,520,000Man Infraconstruction Ltd - 2,700,000Thakur Infraproject Pvt.Ltd. - 1,620,000

61


Paresh R Thakur (19,997 @ 10/-) - 199,970Suketu R Shah & Jesal S Shah ( 1 @ 10/-) - 10

Prashant R Thakur (1 @ 10/-) - 10Ram C Thakur (1 @ 10/-) - 10

Contract work done 297,927,059 89,191,790Thakur Infraproject Pvt.Ltd. 297,927,059 89,191,790

Loans and Advances - 46,504,709Man Infraconstruction Ltd - 28,013,449Thakur Infraproject Pvt.Ltd. - 18,491,260

Labour Contract / Job expenses 125,829,471 660,436Man Infraconstruction Ltd 2,777,766 597,102Thakur Infraproject Pvt.Ltd. 123,051,705 63,334

Outstanding receivables included in: Sundry Debtors 47,474,356 16,743,475

Thakur Infraproject Pvt.Ltd. 47,474,356 16,743,475 Sundry Debtors – Retention 6,648,480 1,072,438

Thakur Infraproject Pvt.Ltd. 6,648,480 1,072,438 Loans and Advances 1,500,000 -

Thakur Infraproject Pvt.Ltd. 1,500,000 -Outstanding payables included in:Advance Received - 2,000,000

Thakur Infraproject Pvt.Ltd. - 2,000,000 Sundry Creditors - Contractors/ Sub-contractors 13,045,092 590,952

Man Infraconstruction Ltd 2,007,162 590,952Thakur Infraproject Pvt.Ltd. 11,086,237 -

Sundry Creditors – Fixed Assets - 8,437,500Thakur Mhatre-Unity JV - 8,437,500

(Credits and debits in the nature of reimbursement are not included above)

10. Leases:

Operating Lease Payment:

The Company has taken various residential premises under cancellable operating leases.

Lease rental expense in respect of operating leases : Rs. 668,947 (PY Rs.287,488)

11. The Company’s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard–17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.


62

12. Disclosure required pursuant to Accounting Standard 22 - “ Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India is as under:

Particulars As at31st March 2009

As at31st March 2008

Rs. Rs.Deferred Tax LiabilityDepreciation on fixed assets 78,861 (229,887)Total 78,861 (229,887)Deferred Tax AssetsEmployee Benefits 473,116 133,789Miscellaneous expense written off 29,653 35,942Total 502,769 169,731Net Deferred Tax (Liability)/Asset 581,630 (60,154)

13. Disclosure pursuant to Accounting Standard – 7 “Construction Contracts”

Sr. No.

Particulars Year ended 31st March 2009

Year ended 31st March 2008

1 Amount of contract revenue recognized as revenue in the period 776,873,939 87,167,523

2 Aggregate amount of costs incurred 580,631,309 78,866,405

3 Amount of advances received 20,948,380 2,000,000

4 Amount of retention 59,416,850 1,072,438



63


BalanceSheetaBStractandcompany’SGeneralBuSineSSprofile(SubmittedintermsofpartiVofScheduleViofthecompaniesact,1956)

i. registrationdetails RegistrationNo. U 4 5 2 0 0 M H 2 0 0 7 P L C 1 7 2 3 6

StateCode 1 1

BalanceSheetDate 3 1 - 0 3 - 2 0 0 9

ii. capitalraisedduringtheyear(amountinrs.‘000) PublicIssue RightsIssue

N I L N I L

BonusIssue PrivatePlacement N I L N I L

iii. positionofmobilisationanddeploymentoffunds(amountinrs.‘000) TotalLiabilities TotalAssets 1 4 4 1 1 1 1 4 4 1 1 1

Sourcesoffunds Paidupcapital Reserves&Surplus 5 0 0 0 1 3 0 1 6 9

Securedloans Unsecuredloans

8 9 4 2 N I L

ShareApplicationMoney DeferredTaxLiability

N I L N I L

applicationoffunds NetFixedAssets DeferredTaxAsset

1 9 9 3 1 5 8 1

NetCurrentAssets Misc.Expenditure

1 2 3 5 9 9 N I L iV. performanceofcompany(amountinrs.‘000) Turnover/Income TotalExpenditure

7 8 0 1 3 3 5 8 7 4 9 3

Profit Before Tax Profit After Tax 1 9 2 6 4 0 1 2 6 0 2 7

EarningsPerShareinRs. DividendRs.

2 5 2 . 3 1 N I L

V.Genericnameofprincipalproducts/Servicesofcompany(aspermonetaryterms)

ItemCodeNo.(ITCCode) 5 0 0

ProductDescription C I V I L C O N S T R U C T I O N

FOR MAN PROJECTS LIMITED

PARAG K SHAH PARESH R THAKUR Managing Director Director Place: Mumbai Dated: 12th May 2009

1st Annual Report 2008-09

64

Board of Directors

Parag K. Shah- ChairmanNavin G. Ajwani- Managing DirectorSuketu R. Shah- DirectorSunil G. Ajwani- Director

Auditors:

G. M. Kapadia & Co.Chartered Accountants

Bankers:

Union Bank of India

Registered office:

12th Floor, Krushal Commercial Complex,Above Shopper’s Stop,G. M. Road, Chembur (West),Mumbai – 400 089

65

MAN AJWANI INFRACONSTRUCTION LIMITED

DIRECTORS’ REPORTTO THE SHAREHOLDERS

Your Directors have pleasure in presenting the First Annual Report on the operations of the Company together with the Audited Statement of Accounts for the period from March 24, 2009 (date of incorporation) to March 31, 2009.

1. FINANCIAL RESULTS:Particulars Period Ended

31st March, 2009(Amount in Rs.)

Closing work in Progress 40,42,092Profit/(Loss) before Tax (1,71,400)Less: Provision for: - Wealth Tax – - Fringe Benefit Tax – - Current tax – - Deferred Tax 58,259Loss after Tax (1,13,141)Balance carried to Balance Sheet (1,13,141)

2. INCORPORATION:

The Company was incorporated on March 24, 2009 under the jurisdiction of Registrar of Companies, Maharashtra, Mumbai and obtained Certificate of Commencement of Business on March 31, 2009.

3. DIVIDEND:

In view of the loss incurred by the Company, your Directors regret their inability to recommend any Dividend for the period ended 31st March 2009.

4. HOLDING COMPANY:

The Company was incorporated by Man Infraconstruction Limited (“MICL”) in joint venture with Ajwani Infrastructure Private Limited (“AIPL”) with shares of MICL and AIPL to the extent of 64% and 36% respectively. MICL and AIPL had subscribed up to Rs. 3,20,000 and Rs. 1,80,000 respectively in total Equity Share Capital of Rs. 5,00,000 comprising of 50000 Equity Shares of Rs. 10/- each at the time of incorporation. Thereafter on 16.04.2009, your Company has issued 450000 Equity Shares of Rs. 10/- each to MICL and AIPL in their existing proportion.

5. DIRECTORS:

Mr. Parag K. Shah, Mr. Suketu R. Shah, Mr. Navin G. Ajwani and Mr. Sunil G. Ajwani are the first Directors of the Company as mentioned in the Articles of Association of the Company. Mr. Parag K. Shah and Mr. Navin G. Ajwani were appointed as the Chairman and Managing Director of Company w.e.f. 01.04.2009. Pursuant to the provisions of Section 255 of the Companies Act, 1956, all the Directors of the Company except Mr. Navin Ajwani, Managing Director, all the Directors shall retire at the ensuing First Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have approved such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended 31st March, 2009 and of the loss of the Company for that year;


66


(iv) that the Directors have prepared the annual accounts on a going concern basis.

7. AUDITORS:

M/s G. M. Kapadia & Co, Chartered Accountants were appointed as the First Statutory Auditors of the Company and will retire at the forthcoming Annual General Meeting. The said Auditors are eligible for re-appointment and have expressed their willingness to act as Auditors of the Company, if appointed. The Company has received a certificate from the said Auditors confirming that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

8. AUDITORS’ REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the period ended 31st March, 2009, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

9. FIXED DEPOSITS:

The Company has not accepted or renewed any Deposit from the public during the period under review.

10. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there were no employees drawing salary of Rs. 24,00,000/- or more per annum whether employed throughout the period under review or Rs. 2,00,000/- or more per annum whether employed for part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC..

A Report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to Conservation of Energy, Technology Absorption etc. is attached herewith and forms part of this report.

12. ACKNOWLEDGMENT:

The Board acknowledges with thanks the support given by the Government, Bankers, Financial Institutions, Shareholders, Vendors and Employees at all levels and looks forward to their continued support.


Place: Mumbai Navin G Ajwani Parag K ShahDate: 18th May, 2009 Managing Director Director

67



[DISCLOSURES OF INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988]

A. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Wherever possible; your company took steps to conserve energy. Your Company did not acquire any technology during the period under review.

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. NIL on Revenue Account & Rs. NIL on Capital Account

(ii) Foreign Exchange Earnings Rs. NIL


Place: Mumbai Navin G Ajwani Parag K ShahDate: 18th May, 2009 Managing Director Director


68

AUDITOR’S REPORT

1. We have audited the attached Balance Sheet of MAN AJWANI INFRACONSTRUCTION LIMITED as at 31st March, 2009 and also the Profit & Loss Account and the Cash Flow Statement for the period ended on that date annexed thereto. These Financial Statements are the responsibility of the management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of the audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of the said books;

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) Based on representations made by the directors of the Company and taken on record by the board, none of the directors of the Company are, prima-facie, as at 31st March, 2009 disqualified from being appointed as directors of the Company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, on the said date;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

b. In the case of the Profit & Loss Account, of the loss of the Company for the period ended on that date, and

c. In the case of the Cash Flow Statement, of the cash flows for the period ended on that date.


(VIREN THAKKAR)Mumbai PartnerDated: 18th May 2009 (Membership No. 49417)

69


ANNEXURE TO THE AUDITOR’S REPORT

(Referred to in paragraph 3 of our report of even date)

(i) (a) As explained to us the Company did not have any fixed assets. In view of the same, sub-clause (a) regarding maintenance to of proper records, sub-clause (b) regarding physical verification and sub-clause (c) regarding disposal of any substantial (c) /major part of fixed assets, of clause 4(i) of the Order are not applicable.

(ii) (a) As explained to us, inventories have been physically verified by the management at intervals which are, in our opinion, reasonable in relation to the size of the Company and the nature of its business;

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. No discrepancies were noticed as compared to the book records

(iii) (a) The Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the to register maintained under section 301 of the Companies Act, 1956, hence the question of reporting under sub-clause (d) (a) to (d) of clause 4(iii) of the Order does not arise.

(e) The Company has taken interest free unsecured loans from 2 (Two) Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 6,424,731 and the balance at the end of the year was Rs 6,424,731.

(f) In our opinion, terms and conditions on which interest free loans have been taken from companies covered in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) According to the information and explanations given to us, no repayment schedules have been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchases of the inventory, fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) On perusal of the information available with the Company and based on explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 for the year that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time to the extent the same are available with the Company.

(vi) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and Rules framed there under are not applicable to the Company.

(vii) The Company was incorporated during the year. Its capital is Rs. 5 lacs and turnover for the year is nil. Hence clause (vii) of Para 4 of Companies (Auditors Report) Order, 2003 in respect of internal audit, is not applicable to the company for the current year.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the services of the Company.

(ix) (a) Based on the records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Provident Fund, Sales Tax, Income Tax, Service Tax, Custom Duty and other material statutory dues wherever applicable.


70

(b) According to the information and explanations given to us, there are no dues of income tax, profession tax and cess, which have not been deposited on account of any dispute.

(x) The Company has not completed five years of operation. Therefore question of reporting under clause 4(x) of the Order regarding comparison of accumulated losses with the net worth of the Company does not arise.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Order is not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any term loans hence the question of application of term loans does not arise.

(xvii) According to the information and explanations given to us, and in our opinion, the funds raised on short-term basis have generally not been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956, during the year. Hence the question of reporting under clause 4(xviii) of the Order regarding whether price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) The Company has not issued any debentures hence the question of whether securities have been created does not arise.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For G. M. KAPADIA & CO.Chartered Accountants

(VIREN THAKKAR)Mumbai PartnerDated:18th May 2009 (Membership No. 49417)

71

BALANCE SHEET AS AT 31st MARCH, 2009

Particulars Sch.No. As at 31st March, 2009Rs. Rs.

SOURCES OF FUNDS1. Shareholders’ Funds Share Capital 1 500,000 Reserve & Surplus - 500,000 2. Loan Funds Secured Loans - Unsecured Loans 2 6,424,731 6,424,731

6,924,731 APPLICATION OF FUNDS1. Fixed Assets Gross Block - Less: Depreciation - Net Block - Capital Work in Progress - - 2. Investments - 3. Deferred Tax Asset 58,259 4. Current assets, loans and advances Inventories 3 4,042,092 Sundry Debtors - Cash & Bank Balances 4 500,000 Loans, Advances & Deposits 5 2,381,032

6,923,124 Less: Current Liabilities And Provision :Current Liabilities 6 169,793 Provisions 7 -

169,793 Net Current Assets 6,753,331 5. Profit And Loss Account 113,141

6,924,731 Significant Accounting Policies and Notes forming part of the Accounts

11

As per our report of even date

FOR G. M. KAPADIA & CO FOR MAN AJWANI INFRACONSTRUCTION LIMITED Chartered Accountants

VIREN THAKKAR NAVIN GOBIND AJWANI PARAG K SHAH Partner MANAGING DIRECTOR DIRECTOR (Membership No.49417)

PLACE: MUMBAI PLACE: MUMBAI

DATED:18th May, 2009 DATED:18th May, 2009



72

PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31st MARCH, 2009

ParticularsSch.No. For the Period Ended

31st March, 2009

Rs. Rs.

Income

Contract Revenue -

Closing Work in Progress 4,042,092

4,042,092

Expenditure

Material Consumed 116,415

Sub Contract / Labour Charges 3,965

Other Direct Cost 8 26,662

Administrative & General Expenses 9 322,611

Finance Charges 10 3,743,839

Profit Before Tax (171,400)

Less:- Provision for Current Tax -

Provision for Deferred Tax 58,259

Profit After Tax (113,141)

Add : Balance Brought Forward From Earlier Year -

Profit Available for Appropriation (113,141)

Balance Carried to Balance Sheet (113,141)

Earnings per share (Equity shares, Face value Rs.10 each)

- Basic EPS (Not Annualised) (2.26)

- Diluted EPS (Not Annualised) (2.26)


11






73

CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH, 2009

Particulars For the Period Ended 31st March, 2009

Rs. A. Cash Flow from Operating Activities Net Profit Before Tax (171,400) Adjustments : Preliminary Expenses Written off 143,400 Operating Profit/(Loss) before Working Capital Changes (28,000) Adjustments for : (Increase)/decrease in Inventories (4,042,092) (Increase)/decrease in Loans and Advances (2,381,032) Increase/(Decrease) in Trade Payables and Other Liabilities 169,793 Cash Generated from/(used in ) Operations (6,281,331) Less: Taxes Paid – Net Cash from /(used in ) Operating Activities (6,281,331)

B. Cash Flow from Investing Activities – Net Cash from/(used in) Investing Activities – C. Cash Flow from Financing Activities : Proceeds from issuance of Share Capital 500,000 Preliminary Expenses incurred (143,400) Proceeds from Unsecured Loan 6,424,731 Net Cash (used in)/realised from Financing Activities 6,781,331

Net increase/(decrease) in Cash and Cash equivalents (A+B+C) Cash and Cash equivalents as at 1st April, 2008 – Less : (Decrease) /Increase as above 500,000 Cash and Cash equivalents as at 31st March, 2009 500,000








74

Particulars As at 31st March, 2009 Rs. Rs.

SCHEDULE ‘1’SHARE CAPITALAuthorised 50,000 Equity Shares of Rs. 10 each 500,000 Issued , Subscribed & Paid up Capital 50,000 Equity Shares of Rs. 10 each fully paid up 500,000 (Of the above 32,000 shares are held by the holding company Man Infraconstruction Limited )

500,000 SCHEDULE `2’UNSECURED LOANSMan Infraconstruction Limited 4,155,626 Ajwani Infrastructure Private Limited 2,269,105

6,424,731 SCHEDULE ‘3’INVENTORIESWork in Progress 4,042,092

4,042,092 SCHEDULE ‘4’CASH AND BANK BALANCESCheques in Hand 500,000

500,000 SCHEDULE `5’LOANS, ADVANCES & DEPOSITS (ASSETS)Prepaid Expenses 2,028,863 Service Tax Receivable 352,169

2,381,032 2,381,032

SCHEDULE ‘6’CURRENT LIABILITIES Sundry Creditors 165,866 Other Current Liabilities 3,927

169,793 SCHEDULE ‘7’ PROVISIONSProvision for Expenses -

-


75

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH , 2009


Rs. Rs. Schedule `8’ OTHER DIRECT COST Power & Fuel Expenses 1,350 Rates & Taxes 2,812 Site Expenses 22,500

26,662

Schedule `9’ ADMINISTRATIVE & GENERAL EXPENSES Motor Car Expense 2,000 Workmen and Staff Welfare Expenses 2,430 Printing & Stationery 34 Postage & Telephone Expenses 87 Miscellaneous Expenses 1,100 Site Office Expenses 1,630 Office Expenses 420 Repairs - Others 500 Travelling & Conveyance Expenses 770 Bid Document Charges 50,000 Statutory Audit Fees 12,000 Tender Fees 92,240 Professional Fees 15,000 R O C Fees 1,000 Preliminary Expenses Written Off 143,400

322,611

SCHEDULE ‘10’ FINANCE CHARGES Bank Charges 1,122,819 Stamp Duty Expenses 2,621,020

3,743,839



76

SCHEDULE `11’



i). Method of accounting:

The financial statements are prepared and presented under the historical cost convention, on the accrual basis of accounting and in accordance with the provisions of the Companies Act, 1956 (‘the Act’), and the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006 , to the extent applicable.

ii). Use of Estimates:


iii). Revenue Recognition:

a. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.



iv). Inventories:

a. Inventory of construction materials is valued at cost on FIFO method, net of provision for diminution in the value. However, inventory is not written down below cost if the estimated revenue of the concerned contract is in excess of estimated cost.


v). Provision and Contingent Liabilities:


vi). Preliminary Expenditure:

Preliminary Expenses incurred are written off in the Profit & Loss A/c.

vii). Earnings Per Share:

Basic Earnings Per Share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

77

viii). Taxes on income:



c. Deferred Tax is calculated at the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date and is recognized on timing difference that originate in one period and are capable of reversal in one or more subsequent periods. Where there is unabsorbed carry forward business losses or depreciation, deferred tax assets are recognized only if there is virtual certainty of realisation of such assets. Other deferred tax assets are recognized only to the extent that there is a reasonable certainty of realisation in future.


i) Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period.

a. Auditors’ remuneration Amount(Rs)

Statutory Audit Fees 12,000 Service tax on Auditors Remuneration 1,236

13,236

Period Ended31st March 2009

Rs.b. Value of imported and indigenous raw materials Value %

- Imported - -- Indigenous 85,680 100.00

Total 85,680 100.00

ii) Disclosure pursuant to Accounting Standard – 7 “Construction Contracts”

Sr. No.

Particulars Period Ended31st March 2009

Rs.1 Amount of contract revenue recognized as revenue in the period -2 Aggregate amount of costs incurred 4,042,0923 Amount of advances received -4 Amount of retention -

iii) The Company’s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard–17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

iv) Related Party Transactions


1. Holding and Associate Concerns

Holding Company Associate Company Man Infraconstruction Limited Ajwani Infrastructure Private Limited



78

2. Key Management Personnel & Relatives : Key Management personnel - Managing Director Navin Gobind Ajwani - Directors Parag K Shah Suketu R Shah Sunil Gobind Ajwani

b) Related Party Transactions:

Particulars Period Ended31st March 2009

Loan taken during the year 6,424,731 Man Infraconstruction Limited 4,155,626 Ajwani Infrastructure Private Limited 2,269,105Equity shares Subscribed to 500,000

Man Infra Construction Limited 320,000Ajwani Infrastructure Private Limited 180,000

Outstanding payables included in:Unsecured loans 6,424,731 Man Infraconstruction Limited 4,155,626 Ajwani Infrastructure Private Limited 2,269,105

v) Earnings per share

The following table sets forth the computation of basic and diluted earnings per share:

(Amount in Rs except number of shares)

Particulars Period Ended31st March , 2009

Net profit / (Loss) for the year attributable to equity shareholders (113,141)(113,141)

Weighted average number of equity shares of Rs.10 each used for the calculation of Earnings per share (Basic) 50,000Weighted average number of equity shares of Rs.10 each used for the calculation of Earningsper share (Diluted) 50,000Earnings per share - Basic (2.26)Earnings per share - Diluted (2.26)

vi) Disclosure required pursuant to Accounting Standard 22 - “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India is as under:

Particulars For the Period Ended31st March, 2009

Rs.Deferred Tax Assets

Brought Forward Loss 19,265Preliminary Expenses 38,993Total Deferred Tax Asset 58,259

vii) As per the information available with the Company, none of the creditors qualify as supplier under The Micro, Small and Medium Enterprises Development Act, 2006 “the Act” and accordingly no disclosure is made u/s 22 of “the Act”.

79

viii) The Company was incorporated on the 24th of March, 2009. Hence, the figures shown are from the 24th March, 2009 to 31st March, 2009. Thus, this being the first accounting period, figures relating to the previous year is not applicable.


FOR G.M. KAPADIA & CO. For and on behalf of the Board of DirectorsChartered Accountants

VIREN THAKKAR NAVIN GOBIND AJWANI PARAG SHAHPartner MANAGING DIRECTOR DIRECTOR(Membership No.49417)

Place : Mumbai Place : MumbaiDated: 18th May, 2009. Dated: 18th May, 2009.



80

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE(Submitted in terms of Part IV of Schedule VI of the Companies Act, 1956)

I. Registration Details

Registration No. U 4 5 2 0 2 M H 2 0 0 9 P L C 1 9 1 1 7 5

State Code 1 1

Balance Sheet Date 3 1 - 0 3 - 0 9

II. Capital raised during the year (Amount in Rs. ‘000)

Public Issue Rights Issue

N I L N I L

Bonus Issue Private Placement N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. ‘000) Total Liabilities Total Assets 6 8 1 2 6 8 1 2

Sources of funds Paid up capital Reserves & Surplus 5 0 0 (1 1 3)

Secured loans Unsecured loans

N I L 6 4 2 5

Share Application Money Deferred Tax Liability

N I L N I L

Application of Funds Net Fixed Assets Deferred Tax Asset

N I L 5 8

Net Current Assets Misc. Expenditure

6 7 5 3 N I L IV. Performance of Company (Amount in Rs. ‘000)

Turnover / Income Total Expenditure

4 0 4 2 4 2 1 3

Profi t Before Tax Profi t After Tax (1 7 1) (1 1 3)

Earnings Per Share in Rs. Dividend Rs.

(2 . 2 6) N I L

V. Generic Name of Principal Products/Services of Company (as per monetary terms)

Item Code No.(ITC Code) 5 0 0

Product Description C I V I L C O N S T R U C T I O N

FOR MAN AJWANI INFRCONSTRUCTION LTD

NAVIN GOBIND AJWANI PARAG K SHAH

MANAGING DIRECTER DIRECTOR

Place : Mumbai

Dated: 18th May, 2009

81

AUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF MAN INFRACONSTRUCTION LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF MAN INFRACONSTRUCTION LIMITED AND ITS SUBSIDIARY COMPANIES

1. We have examined the attached Consolidated Balance Sheet of MAN INFRACONSTRUCTION LIMITED and its Subsidiary Companies as at 31st March, 2009, the Consolidated Profit and Loss Account for the year then ended and the Consolidated Cash Flow Statement for the year then ended both attached thereto.

2. These Financial Statements are the responsibility of MAN INFRACONSTRUCTION LIMITED management and have been prepared by the management on the basis of separate financial statements. Our responsibility is to express an opinion on these Financial Statements based on our audit.

3. We conducted our audit in accordance with generally accepted auditing standards in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. We did not audit the financial statements of a Subsidiary Company, whose Financial Statements reflect total assets of Rs.144,111,244, total revenues of Rs.780,132,688 and net cash inflow of Rs.96,363,766 . The financial statements have been audited by other auditor whose reports have been furnished to us and our opinion, in so far as it relates to the amounts included in respect of Subsidiary Company, is based solely on the reports of the other auditor.

5. We report that the Consolidated Financial Statements have been prepared by the Man Infraconstruction Limited Management in accordance with the requirements of Accounting Standard 21, Consolidated Financial Statements notified by Companies (Accounting Standards) Rules, 2006 and on the basis of the separate audited financial statements of Man Infraconstruction Limited and its Subsidiary Companies included in the Consolidated Financial Statements.

6. Based on our audit and on the consideration of the separate audit report of Subsidiary Companies and according to the best of our information and according to the explanations given to us , we are of the opinion that:

a) The Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of Man Infraconstruction Limited and its Subsidiary Companies as at 31st March, 2009; and

b) The Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of Man Infraconstruction Limited and its Subsidiary Companies for the year ended on 31st March, 2009.

c) The Consolidated Cash Flow Statement gives a true and fair view of the consolidated cash flow of Man Infraconstruction Limited and its Subsidiary Companies for the year ended on 31st March, 2009.

For G. M. KAPADIA & CO.Chartered Accountants

(ATUL SHAH)Mumbai PartnerDated: 18th May 2009 (Membership No. 39569)


82



CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2009

ParticularsSch. No. As at



SOURCES OF FUNDS1. Shareholders’ Funds Share Capital `1’ 292,499,000 269,499,000 Reserves & Surplus `2’ 2,414,374,681 2,706,873,681 1,030,306,070 1,299,805,070 2. Minority Interest 47,445,414 3,605,603 3. Loan Funds Secured Loans `3’ 8,942,348 33,846,720 Unsecured Loans `4’ 2,269,105 11,211,453 18,491,260 52,337,980 4. Deferred Tax Liabilities 9,588,790 60,154

2,775,119,338 1,355,808,807 APPLICATION OF FUNDS1. Fixed Assets `5’ Gross Block 1,074,075,482 558,538,784 Less Depreciation 230,910,602 76,875,466 Net Block 843,164,880 481,663,318 Capital Work-in-Progress 17,481,342 860,646,222 58,131,386 539,794,704 2. Investments `6’ 38,724,428 527,511,930 3. Deferred Tax Assets 639,889 4,676,551 4. Current assets, loans and advances Inventories `7’ 95,706,161 127,178,340 Sundry Debtors `8’ 2,001,550,835 847,312,029 Cash & Bank Balances `9’ 1,048,938,639 242,270,622 Other Current Assets `10’ 10,380,822 13,661,215 Loans and Advances `11’ 347,524,843 211,879,860

3,504,101,300 1,442,302,066 Less: Current Liabilities & Provisions

Current Liabilities `12’ 1,594,384,103 1,154,988,980 Provisions `13’ 42,965,716 13,386,342

1,637,349,819 1,168,375,322 Net Current Assets 1,866,751,481 273,926,744 5. Miscellaneous Expenditure: `14’ 8,357,318 9,898,878 (to the extent not written off or adjusted)

2,775,119,338 1,355,808,807

Significant Accounting Policies and Notes forming part of the Accounts `20’

83


CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2009

ParticularsSch.No.

For the Year ended 31st March, 2009

For the Year ended 31st March, 2008

Rs. Rs. Rs. Rs.IncomeContract Revenue `15’ 6,076,259,125 2,420,920,349 Less:VAT 219,386,815 5,856,872,310 123,383,058 2,297,537,291 Professional and Management Consultancy Fees 12,274,859 10,439,123 Other Income `16’ 73,327,077 52,094,642 Closing Work in Progress 59,676,510 49,913,912

6,002,150,756 2,409,984,968 ExpenditureOpening Work in Progress 49,913,912 2,596,346 Material Consumed `17’ 1,988,281,431 787,594,205 Sub Contract / Labour Charges 1,954,643,150 799,396,675 Other Direct cost `18’ 157,015,471 86,891,944 Administrative & General Expenses `19’ 329,052,231 172,321,059 Finance Charges 18,771,427 6,931,654 Diminution in the Value of Current Investments - 13,527,398 Goodwill on acquisition of Subsidiary Written off - 21,862 Depreciation 155,494,982 56,524,627 Profit Before Tax 1,348,978,151 484,179,198 Provision for - Current Tax 469,274,627 160,124,922 - Deferred Tax 13,565,298 (4,640,258) - Wealth Tax 290,540 223,064 - Fringe Benefit Tax 1,319,476 745,774 Profit After Tax 864,528,210 327,725,696 Minority Interests 44,688,042 1,620,158 Net Profit or loss for the period 819,840,168 326,105,538 Balance Brought Forward From Previous Year 592,686,517 267,628,112 Less:- Short / (Excess) Provision for Income Tax of Earlier Years

2,673,872 1,047,133

Less: Other prior period adjustment 4,678,658 - Profit Available for appropriation 1,405,174,155 592,686,517 Less : Interim Dividend 111,399,600 - Less : Corporate Dividend tax 18,932,363 - Less : Transfer to General Reserve 73,861,462 - Balance Carried to Balance sheet 1,200,980,730 592,686,517 Earnings per share (Equity shares, Face value Rs.10 each)- Basic EPS 29.17 12.60 - Diluted EPS 29.17 12.60 Significant Accounting Policies and Notes forming part of the Accounts

20’


84

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2009

Particulars


Rs.

For the Year Ended31st March, 2008

Rs.A. Cash Flow from Operating Activities

Net Profit Before Tax 1,348,978,152 484,179,198

Adjustments for :

Prior Period Adjustments (4,893,969) - Depreciation 155,494,982 56,524,627 Preliminary Expenses Written off 143,400 142,730 Share Issue Expenses Written off 3,594,260 3,192,013 Goodwill - 21,862 Finance Expenses 5,438,245 6,931,654

Loss/ (Profit) on Sale of Assets 1,345,257 165,427

Diminution in the Value of Current Investments - 13,527,398

Profit on Sale of Investment (10,065,181) (1,680,422)

Loss on Sale of Investment 6,214,871 -

Profit on Arbitrage transactions in securities - (3,541,174)

Interest Income (58,422,724) (20,149,252)

Dividend Received (7,166,416) (23,111,794)

Operating Profit/(Loss) before Working Capital Changes 1,440,660,877 516,202,267

Adjustments for :

(Increase)/decrease in Sundry Debtors (1,153,755,728) (414,896,763)



(Increase)/decrease in Other Current Assets 3,280,393 (13,661,215)


Cash Generated from/(used in ) Operations 618,054,346 701,855,288

Less: Taxes Paid/Current Taxes 437,110,051 216,289,068

Net Cash from /(used in ) Operating Activities 180,944,295 485,566,220



Sale of Fixed Assets 36,051,288 3,331,532

Purchase of Investments (1,063,703,998) (670,827,326)

Sale Of Investments 1,555,726,515 336,103,358

Profit on Arbitrage transactions in securities - 3,541,174

Interest Credited to Profit and Loss Account 58,422,724 20,149,252

Dividend received 7,166,416 23,111,794


85


Particulars


Rs.

For the Year Ended31st March, 2008

Rs.


Proceeds from issuance of Share Capital 724,680,000 263,670,020

Preliminary Expenses (143,400) -

Share Issue Expenses (2,052,700) (1,746,855)

Finance Expenses (5,438,245) (6,931,654)

(Repayment) / Proceeds from Unsecured Loan (16,222,155) 33,846,720

(Repayment) / Proceeds from Secured Loan (24,904,372) 16,495,832

Corporate Dividend Tax (18,932,363) -

Interim Dividend (111,399,600) -

Net Cash (used in)/realised from Financing Activities 545,587,165 305,334,063

Net increase/(decrease) in Cash and Cash equivalents (A+B+C) 806,668,017 (10,842,144)

Cash and Cash equivalents as at 1st April, 2008 242,270,622 245,763,972

Less : (Decrease) /Increase as above 806,668,017 (10,842,144)

Cash and Cash equivalents on acquisition of Man Projects Limited - 7,348,796

Cash and Cash equivalents as at 31st March, 2009 1,048,938,639 242,270,622


86

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2009Particulars As at



SCHEDULE `1’

SHARE CAPITAL

Authorised

40,000,000 (40,000,000) Equity Shares of Rs.10 each 400,000,000 400,000,000

Issued, Subscribed & Paid Up Capital

29,249,900 (26,949,900) Equity Shares of Rs.10 each fully paid up 292,499,000 269,499,000 (Out of the above, 11,950,000 shares issued as bonus shares. Out of this 3,820,910 shares are issued out of the General Reserve and balance shares are issued out of credit balance in the Profit & Loss Account)

292,499,000 269,499,000 SCHEDULE `2’

RESERVES & SURPLUSCapital Redemption Reserve 233,140 233,140 Capital Reserve on Acquisition of Shares in Man Projects Limited 412,936 - Securities Premium Account As Per Last Balance Sheet 423,570,700 150,050,700 Add:- Received During the Year 701,500,000 273,520,000

1,125,070,700 423,570,700 General ReserveAs Per Last Balance Sheet 13,815,713 14,311,448 Less : Change on account of transitional provisions of Accounting Standard 15 on Employee benefits (net of taxes)

- 495,735

Add: Transfer from Profit & Loss Account 73,861,462 87,677,175 - 13,815,713

Profit and Loss Account 1,200,980,730 592,686,517

2,414,374,681 1,030,306,070 SCHEDULE `3’ SECURED LOANS Term Loan from HDFC Bank 1,210,401 1,842,082 (Secured by hypothecation of Machinery)Term Loan from HDFC Bank 2,072,849 3,208,332 (Secured by hypothecation of Machinery)Term Loan from ICICI Bank - 19,826,160 (Secured by hypothecation of Machinery)Term Loan from ICICI Bank 2,168,366 3,437,042

(Secured by hypothecation of Machinery)

Term Loan from ICICI Bank 3,490,732 5,533,104 (Secured by hypothecation of Vehicles)

8,942,348 33,846,720

SCHEDULE `4’ UNSECURED LOANS Thakur Infraprojects Private Limited - 18,491,260 Ajwani Infrastructure Private Limited 2,269,105 -

2,269,105 18,491,260

87

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2009

SCHEDULE `5’

FIXED ASSETS

PARTICULARS GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

As at 1st April,

2008


year


year

As at31st March,

2009

As at 1st April,

2008

Provided for the year


year

As at31st March,

2009

As at31st March,

2009

As at31st March,

2008

Tangible Assets

Office Premises 25,848,979 53,515,510 - 79,364,489 3,527,062 2,897,504 - 6,424,566 72,939,923 22,321,917

Plant and Machineries

154,614,681 98,339,559 10,061,051 242,893,189 19,014,052 29,353,364 493,125 47,874,291 195,018,898 135,600,628

Shuttering Material 238,624,982 289,501,842 - 528,126,824 17,985,347 66,348,976 - 84,334,323 443,792,501 220,739,185

Furniture & Fixtures 6,770,502 2,550,276 - 9,320,778 1,912,878 2,170,913 - 4,083,791 5,236,987 4,758,074

Office Equipment 416,969 125,831 - 542,800 101,442 93,300 - 194,742 348,058 315,527

Computers 3,730,693 1,844,901 10,400 5,565,194 1,658,572 1,366,717 432 3,024,857 2,540,337 2,072,121

Vehicle Commerical 17,107,845 23,750,390 732,281 40,125,954 5,404,245 8,264,727 590,622 13,078,350 27,047,604 11,703,601

Vehicle Others 33,717,438 14,623,448 953,446 47,387,440 9,658,087 7,098,500 375,667 16,380,920 31,006,520 24,059,351

Total 480,832,089 484,251,757 11,757,178 953,326,668 59,261,684 117,594,001 1,459,846 175,395,840 777,930,828 421,570,404

Intangible Assets

Design Charges for Shuttering materials

77,706,695 43,042,119 - 120,748,814 17,613,782 37,900,981 - 55,514,763 65,234,052 60,092,914

Total 77,706,695 43,042,119 - 120,748,814 17,613,782 37,900,981 - 55,514,763 65,234,052 60,092,914

Grand Total 558,538,784 527,293,876 11,757,178 1,074,075,482 76,875,466 155,494,982 1,459,846 230,910,602 843,164,880 481,663,318

Previous year 103,895,353 457,333,323 2,689,892 558,538,784 21,231,272 56,524,627 880,433 76,875,466 481,663,318 82,664,079

Notes :1. Addition to Office Premises Include Rs.1250 being cost of Shares in Co-Operative housing Societies & Rs.3000 being Membership entrance Fees.2. The remaining amortisation period of Design Charges for Shuttering materials is 1 to 3 years

Current Investment - non trade valued at cost or fair value, whichever is lower

Mutual Funds Qty Particulars

BIRLA MUTUAL FUND

- (2008 : 5,000,000) Units of Birla Fixed Term Plan Institutional -Series AK -Growth option (Purchased during the Year) of Rs 10/- each.

- 50,000,000

- (2008 : 921,699.1380) Units of Birla Income Plus Quarterly Dividend - Reinvestment option (Purchased during the Year) of Rs 10/-each.

- 9,797,661

- (2008 : 6,727,181.4010) Units of Birla Sunlife Income Fund -Quarterly Dividend Payout option (Purchased during the Year) of Rs 10/-each.

- 71,511,284

- (2008 : 2,490,701.3820) Units of Birla Sunlife Income Fund - Growth option (Purchased during the Year) of Rs 10/-each.

- 73,271,702



SCHEDULE ‘6’ Rs. Rs. Rs. Rs. INVESTMENTS Long term Investment Valued at cost. Paintings - 600,000


88



Rs. Rs. Rs. Rs. DSP MERRILL LYNCH MUTUAL FUND

- (2008 : 188,843.1470) Units of DSPML India T.I.G.E.R fund Dividend Regular - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 3,600,861

HDFC MUTUAL FUND

- (2008 : 52,596.1460) Units of HDFC Equity Fund Dividend - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 2,011,540

- (2008 : 5,000,000.0000) Units of HDFC FMP 18M January 2008(VII)- Wholesale Plan - Growth option (Purchased during the Year) of Rs 10/-each.

- 50,000,000

ICICI PRUDENTIAL MUTUAL FUND

- (2008 : 276,548.6730) Units of IFD ICICI Prudential Infrastructure Fund - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 3,899,336

JM FINANCIAL MUTUAL FUND

- (2008 : 222,339.8150) Units of JM Basic Fund - Dividend Plan - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 4,423,584

KOTAK MAHINDRA MUTUAL FUND

- (2008 : 133,361.7840) Units of Kotak 30 Equity Scheme - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 4,175,157

RELIANCE MUTUAL FUND

- (2008 : 185,735.5130) Units of Reliance Banking Fund - Dividend Plan - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 4,119,614

- (2008 : 209,190.1410) Units of Reliance Diversified Power Sector Fund - Retail Dividend Plan - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 8,822,427

- (2008 : 4,999,700.0180) Units of Reliance Quarterly Interval Fund - Series II - Institutional Dividend Plan - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 50,000,000

- (2008 : 411,458.2900) Units of Reliance Regular Saving Fund - Equity Plan - Growth option (Purchased during the Year) of Rs 10/-each.

- 9,003,654

- (2008 : 50,345.3430) Units of Reliance Liquid Plus Fund Retail Dividend -Daily Dividend Reinvest option (Purchased during the Year) of Rs.10/-each.

- 50,389,934

1,143,471.3500 (2008 : Nil) Units of Reliance Medium Term Plan Growth -Daily Dividend Reinvest option (Purchased during the Year) of Rs.10/-each.

20,000,000

SUNDERAM BNP PARIBAS MUTUAL FUND

- (2008 : 388,862.9650) Units of Sundaram BNP Paribas Select Focus - Dividend - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 4,529,515

UTI FIXED MUTUAL FUND

- (2008 : 5,000,000.0000) Units of UTI Fixed Income Interval Fund Quarterly Plan Series - III - Institutional Dividend - Dividend payout option (Purchased during the Year) of Rs 10/-each.

- 50,000,000

TEMPLETON INDIA MUTUAL FUND

1,872,442.7700 (2008 : 7,735,566.0820) Units of Templeton India Liquid Plus Daily Dividend Re-invest option (Purchased during the Year) of Rs 10/-each.

18,724,428 38,724,428 77,355,661 526,911,930

38,724,428 527,511,930


89



Rs. Rs. Rs. Rs. SCHEDULE ‘7’INVENTORIES

(as certified and valued by the Management)

Stock of Construction Materials 36,029,651 77,264,428 Work in Progress 59,676,510 95,706,161 49,913,912 127,178,340

SCHEDULE `8’

SUNDRY DEBTORS (UNSECURED, CONSIDERED GOOD UNLESS OTHERWISE STATED)

i) Debtors outstanding for a period exceeding 6 months

Considered Good 159,107,491 5,462,381


ii) Other Debtors 1,580,994,850 710,744,310

1,742,285,241 716,206,691

Less : Provision for doubtful debts 2,182,900 1,740,102,341 - 716,206,691

iii) Retention Debtors Outstanding for a period exceeding 6 months

Considered Good 148,290,006 53,901,471


iv) Other Retention Debtors 113,158,488 77,203,867

263,253,235 131,105,338

Less : Provision for Doubtful Debts 1,804,741 261,448,494 - 131,105,338

2,001,550,835 847,312,029

SCHEDULE ‘9’


Cash on Hand 1,903,389 2,434,550

Cheques in Hand 500,000 -

Balance in Current Accounts with Scheduled Banks 42,012,750 15,607,780

Balance in Deposit Accounts with Scheduled Banks 1,004,522,500 224,228,292

1,048,938,639 242,270,622

SCHEDULE ‘10’

OTHER CURRENT ASSETS

Dividend Receivable On Units Of Mutual Funds - 1,541,686

Excess Charges Receivable from Bank 55,154 -

Accrued Interest On Deposits with Bank 10,325,668 10,380,822 12,119,529 13,661,215



90




Rs. Rs. Rs. Rs. SCHEDULE `11’

LOANS AND ADVANCES

Loans & Advances (Considered good, unsecured)

i) Loan to Subsidiary Company - -

ii) Loans to Staff 60,350 353,339

iii) Loans to Others 30,000,000 -

iv) Security Deposits 16,405,170 18,172,610

v) Earnest Money Deposits 500,000 3,129,112

vi) Interest Accrued on Loans Given to Others 971,233 -

vii) Advances recoverable in cash or in kind or for value to be received

Advances to Parties 235,541,384 124,365,758

Prepaid Expenses 19,990,291 12,080,596

Income Tax Paid (net of provision) - 19,153,426

Tax deducted by Parties on Advances 9,000,264 9,195,936

CENVAT Receivable 18,100,320 10,698,797

Service Tax Paid on Advances Received 15,774,341 10,248,818

TDS Refund 28,706 -

K.V.A.T. Refund 183,664 -

TNGST 03-04 SALES TAX APPEAL 969,120 -

MVAT Refund Receivable - 299,588,090 4,481,468 190,224,799

347,524,843 211,879,860

SCHEDULE ‘12’

CURRENT LIABILITIES

i) ADVANCES AND DEPOSITS

Advances From Customers 949,977,199 762,465,525

Security Deposits Received from Contractors 140,000 193,000

Advances For Fixed Assets - 8,543,750

Office Deposits 350,000 -

ii) SUNDRY CREDITORS 534,765,695 334,438,315

(including book overdraft in current bank accounts)

iii) Other Current Liabilities 109,151,209 49,348,390

1,594,384,103 1,154,988,980

91




Rs. Rs. Rs. Rs. SCHEDULE ‘13’

PROVISIONS

Provision For Taxation (net of advance tax) 18,073,643 489,853

Employee Benefits 24,892,073 42,965,716 12,896,489 13,386,342

42,965,716 13,386,342

SCHEDULE ‘14’

Miscellaneous Expenditure:

(to the extent not written off or adjusted)

Preliminary Expenditure

As Per Last Balance Sheet - 4,600

Less: Amortized During the Year - 4,600

Share issue Expenses


Add : Incurred During the Year 2,318,700 1,746,855

Less : Amortized During the Year 3,860,260 8,357,318 3,192,013 9,898,878

8,357,318 9,898,878

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2009

Particulars Year Ended 31st March, 2009

Year Ended 31st March, 2008

Rs. Rs. Rs. Rs. SCHEDULE `15’ CONTRACT REVENUE Residential Projects 2,475,246,691 1,387,985,281 Commercial Projects 667,894,819 170,336,036 Ports/Infrastructure Projects 2,785,516,389 832,032,918 Institutional Projects 147,601,226 30,547,814 Miscellaneous Work Done - 18,300 6,076,259,125 2,420,920,349


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Rs. Rs. Rs. Rs.

SCHEDULE `16’ OTHER INCOME Dividend from Non Trade Current Investments 7,166,416 23,111,794 Interest On Fixed Deposit 56,784,734 19,941,983 (Tds Rs.12,263,643 , Previous Year Rs.3,153,687) Interest on Loan 1,637,989 207,641

(Tds Rs. 363,384, Previous Year Rs.285,962)

Gujarat Vat Refund (2006 -2007) 19,432 -

Balance Written Back 959,413 90,348 Miscellaneous Income 2,037,993 3,186,006 Profit on Arbitrage transactions in Securities - 3,541,174 Speculation Profit - 318,874 Profit On Sale Of Long Term Investments (Net) 288,889 - Profit On Sale Of Current Investments (Net) 3,561,421 1,680,422 Profit on Sale of Assets 3,906 - Rent Received 866,883 16,400

73,327,077 52,094,642

Schedule `17’ MATERIALS CONSUMED Opening Stock 77,264,428 43,553,577 Add: Purchases 1,913,512,179 807,782,092 1,990,776,607 851,335,669 Add: Carriage in-wards 33,534,475 13,522,964 Less : Closing Stock 36,029,651 77,264,428 1,988,281,431 787,594,205

Schedule `18’ OTHER DIRECT COST Site Expenses 25,081,054 30,256,955 Hiring Charges 12,835,026 22,887,105 Power & Fuel Expenses 71,578,424 21,338,250 Professional Fees 2,764,854 17,178,000 Rates & Taxes 17,704,967 2,652,118 Site Set Up Expenses 2,455,689 - Security Service Charges 10,002,424 5,070,767 Testing charges 1,955,167 632,586 Royalty Charges 1,788,444 6,293,169 Water Charges 10,849,422 5,703,531

157,015,471 112,012,481

93



Rs. Rs. Rs. Rs. Schedule `19’ ADMINISTRATIVE & GENERAL EXPENSES Salaries, Wages and Bonus 191,997,400 104,004,492 Directors Remuneration 10,974,996 10,260,000 Directors Sitting Fees 136,000 99,000 Contribution to Provident and other funds 7,052,844 4,269,961 Workmen and Staff welfare expenses 9,802,298 6,532,158 Recruitment Expenses 600,809 1,677,361 Printing & Stationery 3,766,145 2,434,182 Postage & Telephone expenses 2,800,908 1,361,830 Office Expenses 1,163,598 1,116,863 Rates, Taxes & Duties 309,945 449,797 Repairs - Building 381,814 857,565 Repairs - Plant & Machinery 12,754,282 4,400,296 Repairs - Others 5,340,546 2,892,737 Travelling & Conveyance Expenses 16,393,688 9,541,445 Advertisement & Sales Promotion Expenses 1,871,014 296,029 Balance Written off 2,072,876 327,882 Bad Debts 5,481,181 - Brokerage & Commission 172,974 141,420 Provision for Doubtful Debts 3,987,641 - Donations 17,341,951 2,723,000 Electricity Charges 1,084,496 900,448 Foreign Exchange Loss - 3,519 Insurance Charges 10,064,346 5,499,232 Interest Paid 6,289,584 578,894 Legal & Professional Fees 2,768,036 2,881,307 Membership & Subscription Fees 95,454 46,300 Rent and Maintenance 7,111,637 4,246,802 ROC Fees 23,000 9,500 Share Registration Expenses 5,067 - Statutory Audit Fees 887,000 463,296 Bid Document Charges 50,000 - Tender Fees 555,685 401,280 Loss On Sale Of Fixed Asset (Net) 1,318,833 165,427 Loss Due to Theft (Assets) 30,330 - Preliminary Expenses Written Off 143,400 142,730 Share Issue Expenses Written Off 3,594,260 3,192,013 Miscellaneous Expenses 628,193 404,293 329,052,231 172,321,059



94

SCHEDULE `20’

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS


i). Method of accounting: The financial statements are prepared and presented under the historical cost convention, on the accrual basis of accounting and in

accordance with the provisions of the Companies Act, 1956 (‘the Act’), and the accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006 , to the extent applicable.

ii). Principles of Consolidation: a. The Consolidated Financial Statement have been prepared in accordance with Accounting Standard 21 (AS 21) – ‘Consolidated

Financial Statement’.

b. The Consolidated Financial Statements are based on the audited financial statements of the subsidiary companies for the year ended on 31st March 2009.

c. The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible in the same manner as the holding Company’s financial statements.

d. The Financial Statement of the holding Company and its subsidiaries have been combined to the extent possible on a line by line basis by adding together like items of assets, liabilities, income and expenses. All intra company balances and transactions have been eliminated on consolidation.

e. Minority interest in the net income and net assets of the Subsidiary Companies is computed and disclosed separately.

f. The subsidiaries considered in the preparation of these financial statements are:

Name Man Projects Limited Man Ajwani Infraconstruction Limited

Country of incorporation India IndiaPercentage of ownership interest as at 31st March,2009 64.99 64Percentage of ownership interest as at 31st March ,2008 59.99 Nil

Business carried on by the Subsidiary Construction activities. Construction activities.Date of Becoming Subsidiary 30.08.2007 24.03.2009Period of Consolidation 01.04.2008 to 31.03.2009 24.03.2009 to 31.03.2009

iii) Use of Estimates:


iv) Fixed Assets:

a. The fixed assets are stated at cost less accumulated depreciation and impairment, if any. Cost comprises of all expenses incurred in bringing the assets to its present location and working condition for intended use.

b. Intangible fixed assets are recognized only if they are separately identifiable and the Group expects to receive the future economic benefits arising out of them and cost of the assets can be measured reliably. Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

v) Depreciation :

a. Depreciation on fixed assets is computed on written down value method, at the rates and manner prescribed in Schedule XIV to the Act except Steel Shuttering Materials which are depreciated @ 20 % based on the useful life determined by the Management of the Group.

b. Individual assets costing less than Rs. 5,000 are depreciated in full in the year of purchase.

c. Intangible Assets are amortised on a straight-line basis over their expected useful lives.

95

vi) Revenue Recognition:

a. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.



c. Dividends

Revenue is recognized when the Groups’ right to receive Dividend is established by the balance sheet date.

d. Interest

Revenue is recognized on a time proportion basis taking into contractual term.

vii) Inventories:

Inventory of construction materials is valued at cost on FIFO method, net of provision for diminution in the value. However, inventory is not written down below cost if the estimated revenue of the concerned contract is in excess of estimated cost.

Work-in-progress is valued at lower of cost and net realizable value.

viii) Investments:

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is recognized if it is other than temporary.

ix) Provision and Contingent Liabilities:


x) Share Issue Expenditure:

Expense incurred in relation to raising of Share Capital are amortized equally over a period of 5 years.

xi) Preliminary Expenditure:

Preliminary Expenses incurred are written off in the Profit & Loss A/c.

xii) Employee Benefits:

a. Short term employee benefits (benefits which are payable within twelve months after the end of the period in which the employees render service) are measured at cost and recognized during the period when the employee renders the service.

b. Long term employees benefits (benefits which are payable after the end of twelve months from the end of the period in which the employees render service) and Post employment benefits (benefits which are payable after completion of employment) are measured on a discounted basis by the Projected Unit Credit Method on the basis of annual third party actuarial valuation and are recognized during the period when the employee rendered the service.

c. Contributions to provident fund, a defined contribution plan, are made on accordance with the rules of the statute and are recognized as expenses when employees have rendered service entitling them to the contributions.

d. Actuarial gains / losses are immediately taken to the Profit and Loss account and are not deferred.

xiii) Accounting for Leases:

Rental expenses / Incomes arising out of arrangements in the nature of operating leases, where risks and rewards incident to ownership of an asset substantially vests with the lessor, are charged / credited to the Profit & Loss account. Initial direct cost is charged in the year of lease.


96

xiv) Earnings per Share: Basic Earnings Per Share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting

preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

xv) Foreign Currency Transactions: a. Foreign currency transactions are recorded at the exchange rate prevailing at the date of transactions. Exchange gains and losses

arising on settlement of such transactions are recognized as income or expense in the year in which they arise.

b. Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at the year end rate and difference in translations and realized gains or losses on foreign currency transactions are recognized in the profit and loss account.

xvi) Taxes on income:



c. Deferred Tax is calculated at the tax rates and laws that have been enacted or substantially enacted as of the Balance Sheet date and is recognized on timing difference that originate in one period and are capable of reversal in one or more subsequent periods. Where there is unabsorbed carry forward business losses or depreciation, deferred tax assets are recognized only if there is virtual certainty of realization of such assets. Other deferred tax assets are recognized only to the extent that there is a reasonable certainty of realization in future.

xvii) Impairments:



i) Contingent Liabilities:

Particulars 2008-2009Rs.

2007-2008Rs.

1 Claims against the Group not acknowledged as debts. • Demand notice issued by Tamil Nadu Government Sales Tax Authorities for additional tax

(including penalty Rs.1,936,472/-) for the Financial Year 2003-04 . The Group has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

3,872,944

3,872,944

• Demand notice issued by Tamilnadu Government Sales Tax Authorities for additional tax (including penalty Rs. 1,752,503/-) for the Financial Year 2004-05. The Group has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

2,920,838 -

2 Bank Guarantees 903,555,208 552,746,6933 Corporate guarantee given to clients 301,027,092 -

4 Income Tax liability (including interest) that may arise in respect of which the Group has applied for rectification of mistakes apparent on record u/s154 of the Income Tax Act, 1961.

9,223,616 -

5 Fringe Benefit Tax liability (including interest) that may arise in respect of which the Group has applied for rectification of mistakes apparent on record u/s115WJ of the Income Tax Act, 1961.

415,276 -

6 Wealth Tax liability that may arise in respect of which the Group has applied for rectification of mistake apparent on record under the Wealth Tax Act, 1957.

18,006 -

97

The Group has been sanctioned bank overdraft facility and non-fund based facilities as stated above by commercial banks. The Group has pledged fixed deposit of Rs. 50,000,000 (PY Rs.50,000,000) and Rs. 179,775,000 (PY Rs.126,387,179), with the banks as security for above facilities respectively. In addition non – fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai, hypothecation of book debts and personal guarantee of three directors of the Group.

ii) Prior Period Adjustments is on account of Income tax, Service tax, Cess, etc expenses relating to earlier year accounted during the year Rs. 7,357,738 (PY Nil) , Reversal of expenses relating to previous year Rs.835,539 (PY Nil) and other adjustments Rs.830,331 (PY Nil)

iii) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 51,237,950 (PY Rs. 23,058,737).

iv) The debtors and loans and advances are subject to confirmation and reconciliation. In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

v) There are no Micro, Small and Medium Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2009. This information is as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis information available with the Company. This has been relied upon by the auditors.

vi) During the year the Group has received Rs.724,500,000 (PY Rs 266,670,000) out of issue of Share capital. Out of this an amount of Rs. 569,900,000 (PY Rs.59,000,000) is unutilized at the end of the year. The Group has invested Rs.20,000,000 (PY Rs.59,000,000) in Mutual funds and Rs.549,900,000 in Fixed deposits (PY NIL).

vii) Disclosure pursuant to Accounting Standard – 7 “Construction Contracts”

Sr. No.


2007-2008Rs.

1 Amount of contract revenue recognized as revenue in the period 5,859,650,076 2,297,537,291

2 Aggregate amount of costs incurred 4,580,293,282 1,892,391,6873 Amount of advances received 949,977,199 762,465,5254 Amount of retention 261,448,494 131,105,338

viii) Employee Benefits: a. Gratuity (defined benefit plans) is determined using the Projected Unit Credit Method with actuarial valuations being carried out

by third party actuaries at each balance sheet date.


(a) Discount Rate (per annum) : 07.2%

(b) Annual Increase in Salary : 12.0 % ( First five years )

6.0 % (Thereafter)

(c) Attrition Rate : 12.0 %

(d) Mortality : Standard table LIC (1994-96)

The estimates of future salary increases, considered in actuarial valuation, take accounts of inflation and general trend in salary rise b. In terms of the transitional provision of AS 15 Employee Benefits, liability as on 1st April 2008 was adjusted against opening balance

of General Reserve.

c. Groups’ defined benefit plan consists of Gratuity as per the Gratuity Act 1972. The Group has not funded the liability as on March 31, 2009 The amounts recognized in the financial statements are as follows:

Defined benefit Plan GratuityParticulars 2008-2009

Rs.2007-2008

Rs.1 Amounts in the balance sheet:

Liabilities 6,809,814 4,150,230Assets - -Net Liability 6,809,814 4,150,230Present value of unfunded obligations 6,809,814 4,150,230


98

Defined benefit Plan GratuityParticulars 2008-2009 2007-2008

Rs. Rs.2 Amounts in the Profit and Loss Account:

Current service cost 4,216,535 3,634,214Interest on obligation 275,921 81,897Net actuarial losses/ (gains) recognized in the year (890,311) (489,446)Total, included in ‘employee benefit expense’ 3,602,145 3,226,665

3 Reconciliation of defined benefit ObligationOpening defined benefit Obligation 4,150,230 340,960Obligation adjusted against revenue reserve and surplus - 751,000

Current Service cost 4,216,535 3,634,214Interest cost 275,921 81,897Actuarial Losses / (gains) (890,311) (489,446)Benefits Paid (922,067) (168,395)Closing Defined Benefit obligation 6,809,814 4,150,230

ix). The Group’s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard–17. During the year under report, the Group has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

x). Related Party Transactions


1. Associate Concerns Associate Company Thakur Infraproject Private Limited

Escube Ports Limited(was an associate company up to December 29, 2007)

2. Key Management Personnel & Relatives : Key Management personnel - Managing Director Parag K Shah - Executive Director Suketu R Shah - Director Paresh R Thakur (appointed as Director in Man Projects Limited w.e.f. July 14,2007)

Suketu P Shah (resigned as Director in Man Projects Limited w.e.f. August 7, 2008)Navin Gobind AjwaniSunil Gobind Ajwani

- Relatives Mansi P Shah Kishore C Shah Indira K Shah Jesal S Shah

Purvi M. ShahManish M. ShahVishant M. ShahAyush M. ShahSudeep ShahRamesh ShahPrashant R Thakur

Ram C Thakur

99

3. Enterprises in which Key Management Personnel and/ or their relatives have Significant Influence:

- Conwood Pre-fab Limited ( it has become an Enterprise in which Key Management Personnel /relatives have significant Influence from April 10, 2008)

• For the year ended March 31, 2008, Conwood Pre-fab Pvt. Limited was an enterprise in which Key Management Personnel and/ or their relatives had significant Influence only upto July 7, 2007

- Parag K Shah-HUF

- Suketu R Shah-HUF

- M/S Man Ratna Developers

- Winsome Properties Limited

- Dynamix- Man Pre-fab Limited

- Thakur –Mhatre- Unity J V(b) Related Party Transactions:


2007-2008Rs.

Investment in Equity Shares - 237,500

Escube Ports Limited - 237,500

Loan taken and repaid during the year 45,000,000 -


Thakur Infraprojects Pvt. Ltd. 25,000,000 -

Loan taken during the year 92,69,105 18,000,000

Thakur Infraprojects Pvt.Ltd. 7,000,000 18,000,000

Ajwani Infrastructure Pvt. Ltd. 22,69,105 -

Advance Given During the Year 10,000,000 -

Dynamix Man Pre-fab Limited 10,000,000 -

Advance Taken During the Year 1,000,000 6,600,000


Advance Adjusted 3,000,000 4,600,000


Security Deposit Paid - 34,700,000

Parag K Shah - 8,350,000


Mansi P Shah - 8,350,000


Thakur Infraprojects Pvt.Ltd. - 10,000,000

Office Deposit Received Back 4,700,000 20,000,000

Parag K Shah 350,000 8,000,000


Mansi P Shah 350,000 8,000,000


Office Deposit Received 350,000 -

Conwood Pre-fab Limited 175,000 -

Dynamix Man Pre-fab Limited 175,000 -


100


2007-2008Rs.

Fixed Assets Purchased 51,752,000 10,437,500

Indira K Shah / Mansi P Shah 7,174,000 -

Kishore C Shah 765,000 2,000,000

Kishore C Shah / Parag K Shah 7,174,000 -

Mansi P Shah/Parag K Shah 13,843,000 -


Parag K Shah / Mansi P Shah 15,311,000 -

Suketu R Shah/ Jesal Shah 7,174,000 -

Thakur Mhatre-Unity JV - 8,437,500

Interest Paid 1,179,563 618,715


Thakur Infraprojects Pvt.Ltd 1,135,727 618,715

Fixed Assets Sold 30,397,605 -

Thakur Infraprojects Pvt.Ltd. 30,397,605 -

Equity Shares Allotted - 1,820,000


Paresh R Thakur (19,997 @ 10/-) - 199,970

Suketu R Shah & Jesal S Shah ( 1 @ 10/-) - 10

Prashant R Thakur (1 @ 10/-) - 10

Ram C Thakur (1 @ 10/-) - 10

Contract Work Done 432,722,724 89,191,790



Professional Fees 1,304,000 312,000

Man Ratna Developers 1,304,000 312,000

Purchase of Material 3,460,860 301,650

Conwood Pre-fab Limited 3,460,860 301,650

Material Sale - 48,160

Conwood Pre-fab Limited - 48,160

Rent Paid 684,920 806,190

Parag K Shah 333,580 310,185

Mansi P Shah 301,340 286,005

Kishore C Shah - 50,000

Suketu R Shah - 50,000

Indira K Shah 50,000 110,000

Retention Paid 273,210 -


Rent Received 971,800 -


Dynamix Man Pre-fab Limited 485,900 -

101


2007-2008Rs.

Hiring Charges - 17,850

Conwood Pre-fab Limited - 17,850

Remuneration (excluding value of perquisites) 10,974,996 10,260,000

Parag K Shah-M.D. 7,125,000 7,530,000

Suketu R Shah- Executive Director 3,849,996 2,730,000

Labour Contract / Job expenses 162,656,141 7,037,134

Conwood Pre-fab Limited 13,488,524 6,973,800


Thakur Infraprojects Pvt.Ltd. 123,051,705 63,334

Dividend Paid to Key Management Personnel and Relatives 89,210,000 -

Kishore C Shah 16,473,600 -



Parag K Shah-HUF 4,000,000 -

Mansi P Shah 32,643,200 -

Suketu R Shah-HUF 4,000 -

Suketu R Shah 2,600,000 -

Jesal S Shah 538,800 -

Purvi M. Shah 409,200 -

Manish M. Shah 4,800 -

Vishant M. Shah 4,600 -

Ayush M. Shah 4,600 -

Sudeep Shah 40,000 -

Outstanding Receivables Included in:

Sundry Debtors 123,447,113 16,816,041


Man Ratna Developers 110,811 72,566


Sundry Debtors-Retention 6,648,480 1,072,438


Loans and Advances 2,873,930 -


Thakur Infraprojects Pvt.Ltd. 1,500,000 -Rent Deposits Paid - 4,700,000

Parag K Shah - 350,000

Mansi P Shah - 350,000


Outstanding Payables Included in:

Sundry Creditors - Contractors/ Sub-Contractors/Material 13,172,579 -


102


2007-2008Rs.

Conwood Pre-fab Limited (Material) 156,800 -

Dynamix Man Pre-fab Limited (Contractor) 1,929,542 -

Thakur Infraprojects Pvt.Ltd. 11,086,237 -

Sundry Creditors - Retention 2,661,212 408,900

Conwood Pre-fab Limited 196,620 408,900


Sundry Creditors – Fixed Assets - 8,437,500

Thakur Mhatre-Unity JV - 8,437,500

Advance Received - 2,000,000


Loans and Advances - 18,491,260


(Credit and debits in the nature of reimbursement are not included above.)

xi). Leases:

a) Operating Lease Payment:

The Group has taken various residential premises under cancellable operating leases. Lease rental expense in respect of operating leases: Rs. 5,679,982 (PY Rs.3,407,018)

b) Operating Lease – Receivables:

The Group has let out commercial premises under non-cancellable operating leases.

Gross block of assets let out on operating lease : Rs. 15,183,840 (PY Nil)

Accumulated depreciation as at 31st March, 2009 : Rs. 505,435 (PY Nil)

Depreciation charged during the year to the

Profit and Loss Account : Rs. 505,435 (PY Nil) Minimum Lease Income receivable in respect of non-cancellable operating leases:


2007-2008Rs.

i. Receivable not later than 1 year 1,354,500 -ii. Receivable later than 1 year and not later than 5 years 1,553,160 -iii. Receivable later than 5 years - - Total 2,907,660 -

Lease rental income in respect of operating leases: Rs. 866,883 (PY Rs. 16,400)

103


xii). Earnings per share:

The following table sets forth the computation of basic and diluted earnings per share:(Amount in Rs except number of shares)

2008-2009 2007-2008 Particulars Rs. Rs.

Net profit for the year attributable to equity shareholders 819,840,168 326,105,538Less: Provision for taxation of earlier years (2,673,872) (1,047,133)

Less: Other Prior Period adjustments (4,678,658) -

8,12,487,638 325,058,405Weighted average number of equity shares of Rs.10 each used for the calculation of Earnings per share (Basic)

27,849,352 25,803,766


27,849,352 25,803,766

Earnings per share - Basic 29.17 12.60Earnings per share - Diluted 29.17 12.60

xiii). Disclosure required pursuant to Accounting Standard 22 - “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India is as under :

Particulars 2008-2009 2007-2008Rs. Rs.

Deferred Tax Liability: Depreciation on fixed assets 11,946,857 229,887Total 11,946,857 229,887

Employee Benefits 2,358,067 133,789Others - 35,942Total 2,358,067 169,731 Deferred Tax Assets/(Liability) (9,588,790) (60,154)

Deferred Tax Asset:

Depreciation on fixed assets 78,861 (4,597,107)Total 78,861 (4,597,107)Employee Benefits 473,116 4,675,695Others 87,912 4,597,963Total 561,027 9,273,658 Deferred Tax Assets/(Liability) 639,889 4,676,551

xiv) Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.

AtteNDANCesLIPMANINfrACoNstruCtIoNLIMIteD

Registered Office: 12th Floor, Krushal Commercial Complex, Above Shoppers Stop, G.M. Road, Chembur – (West), Mumbai – 400 089.

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. D. P Id* Master folio No. Client Id* No. of Shares(s) held NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 7th ANNUAL GENERAL MEETING of the company held on Tuesday, June 30,

2009, at 3.00 P.M. at IVY, 3rd Floor, Krushal Commercial Complex, G.M. Road, Chembur – (West), Mumbai – 89.

______________________________Signature of the shareholder or proxy*Applicable for investors holding shares in electronic form.

----------------------------------------------------------------------------------------------------------------------------------------------------- ProXYforM

MANINfrACoNstruCtIoNLIMIteDRegistered Office: 12th Floor, Krushal Commercial Complex, Above Shoppers stop, G.M. Road,

Chembur – (West), Mumbai – 400 089.

D. P Id* Master folio No. Client Id* No. of Shares(s) held

I/We ___________________________________________________________________________________________of

_____________________________________________________________________________being a member/members

of Man Infraconstruction Limited hereby appoint ___________________________________________________________

of _____________________________________________________________________________________or failing him

______________________________________________ of _________________________________________________

as my/ our proxy to vote for me/us and on my/our behalf at the 7th ANNUAL GENERAL MEETING to be held on,

Tuesday, June 30, 2009, at 3.00 P.M. or at any adjournment thereof.

Signed this______________________________________day of ______________________ 2009. *Applicable for investors holding shares in electronic form.

NOTE: (1) The proxy in order to be effective should be duly stamped, completed and signed and must be Deposited at the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. The proxy need not be a member of the Company.

(2) Members holding shares under more than one folio may use photocopy of this Proxy Form for other folios.

Affix Re. 1/-Revenue

stamp

If underlivered, please return to:

MANINfrACoNstruCtIoNLIMIteD12th Floor, Krushal Commercial Complex, Above Shoppers Stop, G.M. Road, Chembur – (West), Mumbai – 400 089.

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